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Ben Jones
Ben Jones, UK Lawyer
Category: Employment Law
Satisfied Customers: 50209
Experience:  Qualified Employment Solicitor
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I am Managing Director of a company and I have just resigned

Customer Question

I am Managing Director of a company and I have just resigned to go and work for our largest customer, I am told by my Chairman that there is "Conflict of Interest" and it is my "Fiduciary Duty" to disclose who my new employer is.

Is this correct?
Submitted: 4 years ago.
Category: Employment Law
Expert:  Ben Jones replied 4 years ago.

Ben Jones :

Hello, my name is Ben and it is my pleasure to assist you with your question today.
Before proceeding please note that as I am a practising solicitor, I am often in and out of meetings, travelling between clients or even at court when I pick your question up. This may even occur at weekends. Therefore, I apologise in advance but there may be a delay in getting back to you and providing my advice. Please be patient and I will respond as soon as I can. You do not have to wait here and you will receive an email when I have responded. For now please let me know how long you have worked there.

JACUSTOMER-ehdkgut8- :

I have worked for my current employer for 15 years.

Expert:  Ben Jones replied 4 years ago.
Thank you for your patience. There are fiduciary duties that apply to certain relationships, for example a director would owe such duties to their company, partners to their fellow partners, agents to their principals, etc.

A director would only owe such duties if they are actually the registered director of the company with Companies House, not if they only hold the title of Director and are a non-executive director.

There are four key fiduciary duties:
• No conflict
• No profit
• Undivided loyalty
• Confidentiality

In terms of the no conflict duty, a fiduciary must not place himself in a position where his own interests conflict with those of their company or where there is a real possibility that this will happen.

The fiduciary duties only apply whilst you are in the relationship that covers it, so for example once you cease being a director you would no longer owe these fiduciary duties. Any restrictions would then be governed by post-termination restrictive covenants.

There is no specific requirement for you to disclose your new employer to the current one and you will only be breaching your fiduciary duties if you actually act in a manner that breaches these duties, such as acting in conflict, whilst you are employed with this employer. If you are not doing anything to affect the current employer's business and are continuing to act professionally at all times, not affecting decisions you make whilst still employed, etc then you would generally be in the clear.

I would be grateful if you could please take a second to leave a positive rating. Your question will not close and I can continue providing further advice if necessary. Thank you