Question
Eddy is the Managing Director and Franco is the Chief Financial Officer of Sunny Solar Pty Ltd (Sunny Solar). The company decided to acquire Green
Eddy is the Managing Director and Franco is the Chief Financial Officer of Sunny Solar Pty Ltd (Sunny Solar). The company decided to acquire Green Go Pty Ltd (Green Go) that produces solar powered gardening equipment. Eddy believes environmental products are a profitable investment for Sunny Solar. Before proceeding with the acquisition of Green Go, Eddy read a couple of pages of the 40 page financial report on Green Go that was prepared by Franco. In the report, Franco had reported that the sales revenue of Green Go had declined over the past 12 months. Further, Franco had recommended that Sunny Solar obtain an independent appraisal of the proposed investment before proceeding with the acquisition. Eddy proceeds with the acquisition and did not seek an independent valuation of Green Go. Unfortunately, Green Gos business declines even further, and Sunny Solar loses a significant amount of money. In July 2019, Eddy ordered glass panels to the value of $250,000 from Glass Makers Pty Ltd, a glass manufacturer that Eddy had previously done business with. The order was placed in the name of Sunny Solar. Four months before the order was placed, Sunny Solar was experiencing financial problems the government had removed the solar panel installation rebate without warning and Sunny Solar was having trouble paying its debts. Eddy failed to pay sufficient attention to Sunny Solars financial situation, and only realised it was in serious trouble a month after the order had been placed. When the glass was delivered in August, Sunny Solar could not pay the account and it has remained unpaid. Glass Makers Pty Ltd is now suing both Sunny Solar and Eddy. Advise ASIC of TWO claims that could be brought against Eddy as the managing director of Sunny Solar Pty Ltd for breach of the duties under the Corporations Act 2001 (Cth) and the supporting common law.
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