QUESTION 1

Panopticon plc specializes in Data Analytics Solutions for Social Media Companies . Maria , a director of Panopticon plc, was approached in a private capacity as a well- known expert in the field and invited to join the board of Surveillance Capital Ltd (Surveillance), whose business mirrors to a certain extent Panopticon plcs business. Maria accepted an invitation to be a director while remaining on the board of Panopticon plc and acted as a consultant and adviser and even provided new systems of data mining that would seek to increase profit margins for Surveillance.

Having developed a rival system to Panopticon plc, Surveillance organized a public launch of the new product. For the launch, Maria contacted a number of Panopticon plcs clients. The launch led to the signing up of a number of major clients, including some clients of Panopticon plc.

Required:

(a) Advise the board of Panopticon plc of any breaches of duty committed by Maria, and any remedies available against her.

(20 marks) [Word limit 600 words + 10%]

(b) Would your answer be different if she had resigned her directorship of Panopticon plc when she joined the board of Surveillance Ltd?

(13 marks) [Word limit 200 words + 10%] (TOTAL: 33 marks)