Alliance Mining Ltd is a small mining public company listed on the ASX. The

directors of Alliance are:

• Eric (the Chair of the board of directors) who owns 5% of the shares
• Andrew (the CEO) who owns 20% of the shares
• Bart (a non-executive director) who owns no shares in Alliance
• Mary (a non-executive director) whose husband Jack owns a 20% stake in one of Alliance's key customers in China

Alliance needs further funds to enable it to expand its mining operations in Western Australia, but it is having difficulty securing these funds through traditional sources of bank debt or a new share issue (because its share price is too low to make a share issue viable). Mary discusses these problems with her husband Jack, and he suggests that Alliance enter into a joint venture with AMC Pty Ltd, which is a venture capital company that assists businesses looking to expand. Jack has negotiated a substantial ongoing consulting fee with AMCO and will make a large fee if this deal is approved by the Alliance board of directors.

The next month Mary pits forward the proposal to the Alliance board. There is considerable discussion, and the company's financial advisors are present for the meeting. Eric and Andrew tell the board that the company is running out of financing options and will not be able to meet market expectations in the next quarter if they don't secure financing for the expansion of the project. Andrew is also privately concerned about a key component of his remuneration package which provides a large cash bonus if the expansion of the project is successful. The board votes to approve the joint venture after a 3-hour meeting. The joint venture will sell one of the company's most valuable assets into a joint venture company with AMC and Alliance as the only ordinary shareholders (AMCO will also receive preference

shares). AMC will pay $10 million in consideration for the acquisition of shares in the joint venture, although this is well below the market value for the asset being transferred into the joint venture.

When the joint venture is announced to the market it is extensively criticised by mining analysts and several large institutional shareholders are outraged that the company is selling a key asset for what is commonly believed is a very low price. There has been talk of a shareholder suit against the directors for breaching a number of duties to the company.

With reference to the relevant law consider whether:

1. Any of the directors have breached their duties (15 marks).
2. What are the possible consequences for those directors if they were found to have breached their duties (10 marks)?