Should s 228(1) expressly advert to both types of conflict?
Transaction other than contracts and proposed contracts 5.1 Section 228(1) requires a declaration only in respect of a contract or proposed contract. It does not cover dispositions of property unrelated to a contract, such as a trust. 5.2 In the United Kingdom in the equivalent of s 228 the Companies Act 1985 s 317(5) provides: “A reference in this section to a contract includes any transaction or arrangement (whether or not constituting a contract) made or entered into on or after 22 December 1980”. – 8 – 5.3 Should s 228(1) require a declaration in respect of a “transaction or proposed transaction”? Transactions that do not come before the board 6.1 The mischief at which s 228 is aimed would seem to be the existence of a director’s unauthorised interest in a company transaction whether it comes to the board or not. 6.2 The Ontario Business Corporations Act 1982 s 132(4) requires that a director shall disclose in writing to the corporation or request to have entered in the minutes of
