1.Directors are in breach of their fiduciary duty if they use their powers to obtain some private advantage or for an improper purpose. This common law position was reasoned this way by Justice Dixon in Mills v Mills because:

Directors are fiduciary agents

Issuing shares and therefore raising capital can be tempting to directors because it gives them access to large sums of money

Directors are often confronted by good corporate opportunities which they have to resist

The real purpose was control of the company

2.The business judgment rule defence in s180(2) can be used:

Where there is a breach of the duty of care

Where there is a duty to act for proper purpose

As a defence for s191

As a defence for s588G(2)

3.Under s1324 of the Corporations Act, a court can order an injunction on the application of ...

only ASIC.

Only a member of the company.

ASIC or any person affected by a breach of the Corporations Act.

only creditors.

4.Under the general law, a duty on directors to avoid a conflict of interest is:

Applied strictly and pays no regard to the motives of the director who is conflicted

Ratified by the Corporations Act

Not applicable

In the best interests of the company

5.Directors' duties:

Are only found in the common law

Are imposed exclusively in the Corporations Act

Are only found legislation other than the Corporations Act such as the Competition and Consumer Act and the various states Environmental Protection Acts

Are imposed by Part 2D.1 of the Corporations Act, other provisions of the Corporations Act and other laws (including the common law)