A1 engineering Pty Ltd is a company that provides elite engineering skills to the mining industry in Australia. A1 engineeing Pty Ltd has three directors Adam, Brown and Luke. Adam has been appointed the managing director, Brown is an executive director an Luke is Appointed as an independent non-executive director. Sarah is the companies's CFO and is a qualifies charter accoutnant, the board refers to her for her accountancy skills. The company maintained a good profit for the first three years of operation and has recently been in discussion with a listedc company Aus Engineering Ltd about a sale of one of its businesses. If Aus Engineering Ltd was to acquire A1 engineeing Pt Ltd's business its share price would doune.

Adam and Brown are in deep discussions with Aus Engineering Ltd and it looks like they are about to finalise the deal. Brown contacts his share broker and suggest that he buys $100,000 worth of shares in Aus Engineering Ltd before the end of the week in Browns' family trust name.

Luke met with the directors and AUs Enineering Ltd at an Engineering conference. Aus Engineering Ltd has been seeking a new director and suggest to Luke if he can assist them with the acquitsition of A1 Engineering Pty Ltd they would offer him a executive director role and a starting salary of $650,000 a year. Luke has previously work for Aus Engineering Ltd as a consultant and arees to assit them.

the board of A1 engineering Pty Ltd's delegates to Sarah the task to investigate the financial returns on a proposed sale to Aus Engineering Lts. Sarah delegates the task to her secretary as she is about to fo on holidays. The report (prepared by the secretary) recommends the sale. It later turns out the report is misleading as it has missed a number of cos involved in the sale.

At the board meeting the directors are in a hurry to get through a number of items and the proposal is considered as the last item on the agenda. The directors spend less than five minutes discussing the report and agree to accept the proposal. During the Board meeting Adam, who has been missing for the last two meetings, left earlier to play a round of golf and delegated the decision to other board members.

Three months later it becomes known that A1 engineering sold the business undervaluate and AUs Engineer Lts's share price doubles. The new board of directors of A1 Engineering seeks your advice on what action can be taken against the previous board and CFO.

Required:

Advise the current board on the following:

a./ Have any of directors or officers breached the Duy of Care contained in Sec 180 of the Corporate Act, discuss with reference to cases and also consider any defences which may be available to them?

b./ COnsider whether any of the directors are in breach of Sec 182 or 183 of the Corporations Act, discuss with references to cases and also consider any defences which maybe available to them?