A is a public company with around 75 members that owns and operates a number of wineries. Whilst it has been established for several years, as a result of increased competition and decreased revenues, the company has recruited a new Chief Finance Officer (CFO), Money, to formulate a turnaround plan for the company. Jason has recommended to the board of three directors (S, C and E) that A should diversify its income sources by borrowing $10 million from Bank to finance the purchase of a 100-room luxury hotel business in Sydney. Together with a hotel business broker named B, Money delivers a detailed PowerPoint presentation to the board. Money enthusiastically explains to the board, 'This is a red-hot opportunity that won't come up again. As Sydney has increasingly become a popular destination for international and interstate tourists, this would really help to diversify our cashflow. We should jump on this as soon as possible'. After a four-hour discussion, the board agrees to Money recommendation and resolves to authorise MOney to arrange the necessary loan to purchase the business. Money does not mention the occupancy rate of the hotel, and no one asks about it at the meeting. Unfortunately, the business fails to generate the projected revenues after 12 months of purchase, with the hotel's occupancy rate having remained below 30 percent. It turns out that Money's projection of visitors to Sydney was based on statistics three years ago, and new statistics from the Australian Bureau of Statistics show no significant increases in the numbers of international and interstate tourists in Sydney in the past 18 months. As A has been late on several of its recent loan repayments, Bank has insisted that the full loan be repaid within three months. In response to this demand, the directors have resolved to sell off one of the company's wineries. M (who is a member of Canberra Wines) is alarmed at this news and, together with a handful of other members, is planning a civil action against the directors. He approaches you for advice on whether the directors and Money may have breached their duty of care and diligence under the Corporations Act in the debt-funded purchase of the hotel business. Ignore the impact of Covid on the occupancy rates of the hotel. Howeveryou do need to consider the relevant defences for breach of directors' and officers' duty of care and diligence in your answer.