A director's breach of his fiduciary duty occurred by his ignoring the fact of liquidation of the company of which he was a director, and of the resulting termination of his powers, and instead causing the company to transfer away its shares to a knowing recipient.

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In the present case, a Saudi Arabian sheikh, who was also a director of a BVI company, 'impersonated' a pre-liquidation director of the company - someone with authority to execute some Share Transfer Forms on behalf of the company

He did not have the power to execute the Share Transfer Forms as his powers had ceased when the company entered liquidation.

In circumstances where those Share Transfer Forms were actually executed later than the director claimed (meaning that, because of the liquidation, his powers had in actual fact ceased before the date of their execution), he was unable to argue that he was not still subject to the fiduciary duties that accompanied such powers.

So, in accordance with equitable principles, the court considered him as subject to the fiduciary duties that he would have had if his powers as a director of the company had not ceased.