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Bill and Simon were the executive directors of an unlisted public company called First Class Racing Ltd. Philip, Helen and Robin were the non-executive directors

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Bill and Simon were the executive directors of an unlisted public company called First Class Racing Ltd. Philip, Helen and Robin were the non-executive directors of the company. Philip was also the chairman. You are the chief financial officer. The company is involved in the development of an on line betting system which they hoped to sell globally. The company had initial funds from investors of $12m and 100 shareholders. The funds were raised specifically to develop the on line betting system. In May 2014 when Philip and Helen were away on holidays, Bill, Simon and Robin called a board meeting and passed the following resolutions. The quorum required for board meetings was 2 directors. The resolutions passed were: 1. To buy a race horse for up to $5m 2. To award the development of the software contract to a company called ITZW Pty Ltd at a cost of $502,078 Also at the meeting you presented the interim financial accounts to date which showed that the \"cash burn\" (operating expenses) rate was $400,000 per month and that there was only $1.8m left in the bank account. When asked by the directors in the meeting you indicated that in your opinion the company would find difficulty in funding the purchase of the horse unless further share capital was raised. This was unlikely in the current environment. Bill, Simon and Robin do not care as Helen is the finance director and can sort it out later when she gets back from holidays. They bid for the horse at auction and pay $5m. They do not get an independent valuation of the horse nor get it checked by a vet. Unfortunately the horse got stung by a bee and developed an infection and later died. The contract to ITZW Pty Ltd was proposed by Simon as his brother ran the company and was in need of work. The other two directors Bill and Simon did not ask questions and approved the contract. Whilst Bill was overseas on a holiday with his family he was offered an opportunity to invest in another on-line betting company at no cost provided he could raise further funds for them. Bill did so and organised a further $500,000 for the other company. He received 50,000 shares worth AUD$5.36 each. Bill did not tell the other directors about this. When Philip and Helen returned from holidays they found out about these transactions. Further investigation by them showed that the horse was owned by Bill's father -inlaw who was forced to sell because of his impending divorce. Bill did not disclose this to the other three directors. Required: Advice Philip and Helen whether Bill, Simon and Robin have breached their duties to the company and what can the company recover from Bill, Simon and Robin. Also advise Philip and Helen whether you the chief financial officer have breached any duties

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