The conflicts rule ceases to fulfil its function when the transaction giving rise to the conflict has no real prospect of proceeding. A director who waits until the company's bid has failed before pursuing an opportunity for himself, and who obtains a fully informed board resolution releasing the opportunity, does not breach fiduciary duties. The case also illustrates that where information would have been available to the director in a non-fiduciary capacity, it is artificial to characterise its receipt as being in a fiduciary capacity.
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