A) Advise Bianca, Carlos, and Dezi whether they can be held liable for the debts of Apex under the Corporations Act 2001(Cth). Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer. (16 minutes)

B) Advise Bianca whether she has breached any of her obligations under the Corporations Act 2001 (Cth) in connection with awarding the building contract to Great Spire. Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer. (14 minutes)

Apex Ltd runs a series of high-priced hotels and casinos. The directors of the company are Bianca, Carlos, and Dezi. Recently the directors decided to build a new luxury hotel, the Elam. At the time when the directors decided to build the Elam, Apex had fallen behind in repayments for its major bank loan. There had been a general downturn in casino attendance and the company had several unpaid bills, for which it had received final demand notices. However, before deciding whether to build the Elam, the directors arranged for a report from Fiona, the company's accountant. Fiona's report stated that the company was in a sound financial position. Bianca arranged for the building of the Elam and sought three construction quotes. However, she awarded the contract to a company called Great Spire Pty Ltd, and ignored the other two quotes she received. Bianca holds many shares of Great Spire, but she did not tell Carlos or Dezi this. Bianca is present for the meeting where the directors decide to award the contract to Great Spire. Bianca ensures that Great Spire's prices are competitive, so she does not believe that she needed to disclose her connections with Great Spire. In light of the large expense of building a luxury hotel, the contract was very profitable for Great Spire. Unfortunately, Apex is unable to pay the loan it took out to construct the Elam. The bank forces the company into liquidation.

A) Advise Summer, Adam and Jackson whether they can be held liable for the debts of Yellow Leaf Pty Ltd under the Corporations Act 2001 (Cth). Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer. (16 minutes)

B) Advise Jackson whether he has breached any of his obligations under the Corporations Act 2001 (Cth) in connection with the establishment and operation of Green Fields Pty Ltd, even if he was acting honestly. Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer. (12 minutes)

Yellow Leaf Pty Ltd is a commercial landscaping business. The directors of the company are Summer, Adam and Jackson. The market it operates in is highly competitive and Yellow Leaf Pty Ltd has been unsuccessful in securing the last 5 jobs that it has bid for and is experiencing trading losses. It has several unpaid invoices that are due for items such as pavers and water features, for which it has received final demand notices. It has fallen behind in repayments for its major bank loan. In an effort to save money, the directors buy a huge quantity of bluestone pavers on sale at 50% off their normal price, as well as discounted trees, from a new supplier. When payment is due 30 days' later, Yellow Leaf Pty Ltd is unable to pay and has fallen further behind in its bank loan. The bank forces the company into liquidation. Summer has been unable to attend the most recent board meetings as she is receiving treatment for cancer. Adam and Jackson have attended all recent board meetings. While a director of Yellow Leaf Pty Ltd, Jackson set up his own landscaping company, Green Fields Pty Ltd, without informing Yellow Leaf Pty Ltd. Jackson is the sole director and shareholder of Green Fields Pty Ltd. It turns out that Jackson has been submitting tenders in competition with Yellow Leaf Pty Ltd, after seeing Yellow Leaf Pty Ltd's tenders, and has been undercutting Yellow Leaf Pty Ltd's prices to successfully win the tenders for Green Fields Pty Ltd. Jackson has also been using customer lists belonging to Yellow Leaf Pty Ltd to directly approach customers of Yellow Leaf Pty Ltd and has been offering them discounted rates for future work, resulting in many customers dealing with Green Fields Pty Ltd instead of Yellow Leaf Pty Ltd. Jackson thought he was engaging in fair competition and was acting honestly. He did not have any intention to deceive Yellow Leaf Pty Ltd.

A) Advise Emilio whether he has breached any of his obligations under the Corporations Act 2001 (Cth) in connection with Planet Express Pty Ltd investing in shares in Moonlight Pty Ltd. Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer. (10 minutes)

B) Advise Emilio and Fernando whether they can be held liable for the debts of Planet Express Pty Ltd under the Corporations Act 2001 (Cth). Please ensure that you refer to relevant sections of the legislation and any relevant cases to support your answer.

Emilio and Fernando are directors of the company Planet Express Pty Ltd. Emilio's friend Amy promises Emilio a free trip to Europe for 3 weeks if Planet Express Pty Ltd buys shares to the value of $1 million in Amy's company, Moonlight Pty Ltd. Emilio does not do any research before deciding that Planet Express Pty Ltd should invest in Moonlight Pty Ltd, because Amy is his friend, and he is enticed by the free trip. He does not disclose these matters to Fernando. Moonlight Pty Ltd is very poorly run and goes out of business six weeks later. Planet Express Pty Ltd loses its $1 million investment. Due to this failed investment, Planet Express Pty Ltd is now in a difficult financial position. It is several months behind in its taxation payments, and is struggling to pay its suppliers, with many invoices being more than 60 days overdue. Some suppliers refuse to continue trading with Planet Express Pty Ltd. Emilio and Fernan are told of these difficulties by the company's accountant. Planet Express Pty Ltd then borrows $500,000 from AZN Bank Ltd. This only funds the company for 2 months, and then Planet Express Pty Ltd collapses, still owing AZN Bank $500,000, and other amounts to suppliers. The bank forces the company into liquidation.