@article{article_1653097, title={Directors’ Conflict of Interest Duties Under the Companies Act 2006: Compliance Measures and Consequences of Non-Compliance}, journal={İbn Haldun Üniversitesi Hukuk Fakültesi Dergisi}, volume={3}, pages={49–86}, year={2025}, author={Babacan, Ceyhun Emre}, keywords={Yöneticilerin Yükümlülükleri, Çıkar Çatışması, 2006 Şirketler Kanunu, Kurumsal Yönetim, Güvene Dayalı Yükümlülükler, Hissedar Denetimi}, abstract={The Companies Act 2006 imposes stringent conflict of interest duties on company directors, reinforcing their fiduciary duty to act in the company’s finest interests. Section 175 codifies the principle that directors must evade situations in which their personal interests conflict, or may conflict, with the company’s interests. Additionally, Sections 176 and 177 establish further obligations, including constraints on acquiring third-party benefits and requiring disclosure of interests in transactions. Compliance requires directors to take proactive steps, such as securing board or shareholder authorization, making full disclosures, and assuring corporate governance arrangements are in place to manage conflicts efficiently. Deficiency to fulfill can lead to harsh consequences, including personal liability, financial penalties, reputational damage, and, in extreme cases, exclusion from serving as a director. Case law, including Regal (Hastings) Ltd v Gulliver and Bhullar v Bhullar, illustrates the judiciary’s severe approach to invoking these duties. While statutory provisions have strengthened director accountability, certain critiques remain regarding their practical application, specially in occasions where old directors pursue corporate opportunities post-resignation. A proportion must be struck between protecting corporate concerns and allowing directors legitimate commercial freedom. This paper examines the statutory scheme governing directors’ conflicts of interest, examines possible compliance measures, and appraises the implications of non-compliance. It further assesses the role of disclosure and shareholder oversight in alleviating conflicts and preserving corporate integrity. The findings indicate the necessity for a prosperous compliance culture and regulatory diligence to promote corporate governance principles effectively.}, number={1}, publisher={İbn Haldun Üniversitesi}