Sections 182 and 183 of the Corporations Act 2001 (Cth) do not impose a positive duty on an employee to report the misconduct of fellow employees to the company; the provisions only proscribe improper use of position and information. Accordingly, a failure to inform on a co-employee's breaches cannot found liability under s 1317H. In an account of profits against a knowing participant in breach of fiduciary duty, the relevant counterfactual is whether the profit would have been made but for the dishonest wrongdoing — the principal's loss (or lack thereof) is irrelevant.
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