CGOV.6:2 - Problem

A director may influence a purchase from a business in which they have an interest. A controlling shareholder may benefit from terms that disadvantage other holders. A specialist’s payment may depend on the transaction they are asked to assess. Without recovering these relations, an apparently ordinary recommendation can conceal a conflicted contribution.

Yet differences in preferences are common in legitimate corporate work. One director may prefer growth and another distributions; an engineer and a salesperson may favor different product characteristics. Declaring a conflict merely because their preferences differ can suppress useful deliberation and obscure the actual duty at risk.