Self-dealing, fair dealing and related party transactions: History, policy and reform

The law on self-dealing, fair dealing and related party transactions has a long and complex history, and different approaches have been adopted by common law jurisdictions. This article traces the history of the Anglo-American case law and legislation and the underlying policies, and considers recent reforms and whether they can be improved upon. It makes a practical suggestion to supplement the recent reforms by regulatory approval of disclosure documentation to shareholders or waiver. It also considers whether there is an implicit priority for the duty to act for the good of the company or to promote its success.