What happens if a director or officer acquires an interest adverse to the corporation in a confidential matter?
A director, trustee, or officer is strictly prohibited from attempting to acquire, or actually acquiring, any interest adverse to the corporation in respect of any matter that was reposed in them in confidence (SEC. 30, Revised Corporation Code of the Philippines). Equity imposes a disability upon such individuals to deal in their own behalf concerning these matters. Should this breach occur, the said director, trustee, or officer becomes liable as a trustee for the corporation. Consequently, they must account for and turn over all profits that otherwise would have accrued to the corporation had the fiduciary duty not been violated.
31 October 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
