Amin tilted his head back and sighed. 'How have I gotten into this situation?' he asked himself. His memory floated back to two years ago when he was appointed as director of Stickless Pty Ltd (Stickless). Stickless was formed as a subsidiary of Teflane Australia Ltd (Teflane). Teflane is limited by a guarantee from Teflane International Limited, a public company listed on the New York Stock Exchange. Amin still remembers the day he was appointed. He was so excited that day. He left work early to run home to his wife. He told her about the appointment, about the corresponding pay rise and about how they could finally pay off their home, the mounting medical bills and even put their children through private school.

Even more than the pay, Amin was excited to be part of a company like Stickless. Stickless had been formed in 1997 when Teflane bought out a small partnership which was working on innovative uses of non-stick surfaces. They had already pioneered the easy-to-clean non-stick hair straightener and were working on an easy-to-clean non-stick toothbrush. Teflane, the manufacturer of the non-stick surface that was being used by Stickless, felt there was an opportunity for synergy and vertical integration. They approached the partners and offered them a huge sum of money to sell their intellectual property and work in progress. Stickless was born and continued to innovate.

In the subsequent years Stickless saw the completion of the non-stick toothbrush. Stickless also pioneered the non-stick vacuum cleaner, the non-stick wall paint and the non-stick water bottle. If there was a surface to be coated, Stickless would coat it in a non-stick coating.

Between December 2014 and July 2015, Stickless had a brilliant year. With Amin and the other directors at the helm of the company, financial results were strong and Stickless looked unstoppable. Unfortunately the good times were not to last. New research emerged in late 2015 which suggested that the non-stick coating on the tooth brushes had a direct link to mouth cancer. Hundreds of consumers joined together to start a class action against Stickless. Since that date, Amin has been under a huge amount of stress.

The directors of Teflane approached Amin and called him into a private meeting. He was informed that Stickless had sufficient cash reserves to pay for all current claims against the company, but that future and unknown claims may drive the company into insolvency. They are worried about claimants breaching the corporate veil, so have decided that it is necessary for Teflane to sell their shares in Stickless. They offer Amin $1million in cash in return for Amin taking full ownership of Stickless.

Amin was concerned and visited a lawyer. The lawyer informed Amin that there is little risk in the proposition. The lawyer informed Amin that there should be no risk of breaching the corporate veil. The company was not set up for fraud and will not be acting as an agent of Amin. What's more, there is no certainty that the company will go insolvent. Amin can take ownership. If it fails, Amin will have earned $1million. If it succeeds, he may earn much more.

Amin returned to the directors of Teflane and agreed to the deal. Amin then reviewed the constitution of Stickless in order to determine if director approval is needed for the transfer of shares. He found clause 7, which reads: "The directors of Stickless must, by way of ordinary resolution at a directors meeting, consider and vote on whether to approve any share transfer in Stickless." Amin also looked for the mechanism required to call a meeting. He found clause 19, which reads: "Any director of Stickless may convene a meeting of directors by providing no less than 8 months' written notice."

Amin gave notice of the directors meeting to the other directors of Stickless. Amin is then approached by the directors of Teflane who inform him that 8 months' notice is too long. They 3 inform him that the Corporations Act 2001 (Cth) provides a mechanism for passing directors resolutions without providing that notice.

Amin reviews the Corporations Act and is able to confirm this information. He immediately convenes a meeting of directors and proposes a resolution to approve the transfer of shares to himself. The other directors (Bob and Johnson) agree to approve the resolution, provided that the meeting also approves a second resolution. The second resolution is expressed as follows: "The directors resolve to provide a loan to each of Bob and Johnson a no interest loan of $20,000 repayable over a period of 20 years."

Amin worried about the resolution, but figured that he could always repay the $40,000 himself, using the $1million he is to be paid for the share transfer. Both resolutions are approved by all the directors. The share transfer went ahead as planned. Amin received his $1million payment. The other two directors have been repaying the loans granted to them at regular intervals. No further claims have been made against Stickless. Amin was starting to feel good about life again when a letter arrived from the Australian Securities and Investments Commission (ASIC). The letter informs Amin that ASIC is looking into the affairs of Stickless and requests Amin to attend an interview.

Amin calls you into his office. He can't believe he is in any real trouble. Stickless is performing well and no-one is out of pocket. Nonetheless, he is extremely stressed about this letter from ASIC. He seeks your assurance that he has not done anything wrong.

Question: Advise Amin on whether he or Stickless has breached any part of Australian corporate law.