Question
A is the managing director ofMonster Co Ltd (MCL). B and C are the othertwodirectors ofMCL.MCLinvests in mining companies which it considers will be successful.
A is the managing director ofMonster Co Ltd (MCL). B and C are the othertwodirectors ofMCL.MCLinvests in mining companies which it considers will be successful.
MCLholds 40% of the shares in N Ltd.N Ltdis a large copperand nickelminer. The centrepiece in its mining operations is its mine in South Australia which it has called "ATM mine".It has produced large amounts of revenue forN Ltdover the years.However, recent declines in the price of copper and nickel have placed pressure onNickop Ltd's profit margin.
The CFO ofN Ltd, Jack, is also concerned about declining resource prices. He has circulated a reportwhich shows thatN Ltdis currentlylosing money, it is not making all debt repayments and has limited ability to raise further capital.N Ltdhas not held a meeting for several months.
MCLhas asked the mine manager to cease mining nickel and instead focus on copper.It has also supported the mine manager's decision to acquire larger more fuel efficient trucks fromYellow Trucks Ltd.
The combination of lower resource prices, higher fuel costs and increasing interest payments has finally caught up withN Ltd. It has been placed in external administration.
A is a director ofAusgold Ltd.Ausgold Ltdisalsoin some financial difficulty. It has a number of subsidiary companiesincludingS Ltdwhich has been independently valued at $20 million. A considers that one way to provide some much needed capital would be ifMCLwere to acquireS Ltd.
At a Board meeting ofMCL, A rushes through a proposal to acquireS LtdfromAusgold Ltdat a price of $60 million.B and C say that they rely on A's judgment in relation to the acquisition.
CouldMCL,Jack,A, B or C be liable for breaches of directors duties?
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