Article: Company law and trusts law: The use and misuse of principle

Company directors have long been subjected to duties by statute and pursuant to the constituent corporate documents-originally royal charters, later deeds of settlement, still later memoranda and articles of association, and now for most Australian companies, corporate constitutions pursuant to federal statute. These might seem to be unpropitious foundations for equity. Yet this is equity’s heartland. This paper inquires into various accounts of how ‘modern’ company law came into existence, with an emphasis on how directors were regarded as, or analogous to, trustees, using the example of claims to recover company property improperly disposed of by directors. It illustrates the need to read judgments contextually, especially when assessing submissions based on legal history.