CorporationsLaw: Directors Duties

Dave is a director of OneBell Pty Ltd. He is also a partner in Aywun Advertising Agency. Dave was one of the directors of OneBell Pty Ltd who voted in favour of giving OneBell Pty Ltd's promotional and advertising work to Aywun Advertising Agency. Dave did not disclose his interest in Aywun to the other directors of OneBell.

Dedire is another director of OneBell, with a background of telecommunications software. Dedire invented a new wireless telephone while working at the company. She then set up her own seperate company to manufacture and sell her new invention, without informing OneBell.

Advise Dave and Dedire what they have each done wrong(if anything) and the possible consequences they may face at common law and under the corporations Act 2001 (Cth)

Question: Have Dave and Deirdre breached their duties under the Corporations Act (no need to do the common lawfor this question)?Are there any defences?Ifthey have breached their duties, what are the consequences?

\fJQUESthI'I 5 As the managing director of Elec Engineers Pty Ltd, Alan accepted a large order for electrical fittings from Shifty Sellers Pty Ltd. The order was delivered to Shifty Sellers, which failed to pay for the fittings. It appears that Shifty Sellers was well known as a bad credit risk within the industry, including by Alan. Shifty Sellers went into liquidation without ever paying the company for the electrical fittings. Alan also recently borrowed a further $50,000 on behalf of the company, for expansicm interstate and oversees. This expansion plan had not been revealed to shareholders. The company had very low cash reserves at the time of obtaining the loan, and had made a loss 3 for the two most recent quarters. Although Bea is the other director of Elec Engineers ' Ltd, she is a non-executive director and leaves all company matters for her husband, to attend to. Bea was aware of Alan's expansion plans for the company, including the new loan, but as she hadn't read the latest company accounts, she was unaware of the company's financial difficulties. In fact, the company has insufficient funds to make even the first payment on the new loan, although if the expansion is successful. the company will make enormous prots. is) Could Alan be held personally liable for Shifty Sellers' unpaid debt? it] Could Alan and/or Bea be held personally liable for repayment of the $50,000 loan? "1 m