One Hat, Two Hustles: Keeping Your Director Duties Clean When Ventures Collide

The modern founder rarely has a single business card anymore. Many South African entrepreneurs juggle board seats across a main venture plus one or two passion projects on evenings and weekends. That side hustle energy is great for creativity but it also sharpens the spotlight on an old rule in our company law: every director must act in the best interests of each company they serve. The duty is baked into section 76 of the Companies Act and it follows you into every meeting room no matter which brand logo sits on your jacket.

Putting the company first sounds obvious until both of your ventures pitch the same blue chip client. Suddenly you are the one person who knows what each outfit is charging, where they can flex on scope and how urgently they need the work. If you are tempted to channel that insider knowledge to steer the deal toward the business that feels closest to your heart, the Act steps in. Using your position or information for anyone’s gain other than the company itself is a textbook breach. The courts treat it as a fiduciary issue rather than just bad etiquette which means personal liability can follow.

Our law gives directors a way to handle these collisions instead of simply walking away from every overlapping opportunity. The escape hatch lives in section 75. The moment you realise there is a personal financial interest or conflict you must tell the board in writing, make sure the disclosure is minuted and then leave the room before any vote. You cannot nudge from the corridor or whisper during the coffee break because that would still count as influencing the decision. If the disinterested directors later decide that the opportunity may be shared, split or even waived altogether the process is clean and your conscience can rest.

Imagine your main consulting firm and your weekend design studio both spot a tender from the same retailer. The safest route is to circulate a crisp memo to each chair explaining the overlap, attach any documents you have already seen and then sit out the decision. If one board grants permission for the other to run with it, fantastic. If both insist on bidding, make sure each company’s team works behind strict information walls so you avoid any hint of cross pollination. Transparency in board minutes will be your strongest shield if the deal later turns sour.

Recent tweaks to the Companies Act have widened the window for shareholders and regulators to challenge directors who ignore these formalities. The second amendment act that kicked in late last year extends the time frame within which a court can declare a director delinquent and stretches the prescription period for civil claims. In plain English the ghosts of conflicts past can now haunt you for more than five years. That makes a sloppy disclosure record a gift to future litigants and a nightmare for your personal balance sheet.

Directors who split their week between several startups would be wise to build a conflict register. Keep it simple but religiously up to date. Every potential clash goes onto that list with dates and the steps you took to manage it. Independent non-executive directors can help police the process because they bring fresh eyes and less emotional attachment to any single venture. Encouraging an open culture where conflicts are discussed early also protects the brand stories you work so hard to craft on social media.

If you ever feel unsure whether an opportunity belongs to company A or company B ask for a formal board waiver rather than guessing. A quick round-robin resolution drafted by your lawyer might feel like overkill on a busy Tuesday, but it is cheaper than funding a defence team down the line. Remember that the Act does not punish directors for honest judgment calls made in good faith. It punishes secrecy and self-dealing.

The side hustle era is here to stay and that is good news for innovation. Just remember that every extra board seat adds a layer of fiduciary complexity. Treat your directorships like parallel love affairs: open communication, clear boundaries and lots of documentation. Do that and you can chase new clients with confidence knowing each company you serve gets the loyalty it deserves from you.

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