Finance Co Ltd is a successful computer software company in Sydney which specialises in accounting and business management software and maintains roughly 20% of the market. S-Mart Ltd is a large competitor of Finance Co Ltd with 50% of the market in Sydney for business management software applications. S-Mart Ltd is interested in acquiring Finance Co Ltd's market share to create the dominant player in the Sydney market.

S-Mart Ltd announces on 1 January 2022 that it has acquired 19% of the shares in Finance Co Ltd and is making a full takeover offer for Finance Co Ltd because the current management of Finance Co Ltd were not providing value to the shareholders.

The takeover offer proposed to:

1. remove the entire management of Finance Co Ltd
2. fully integrate Finance Co Ltd's management software business into S-Mart Ltd's business structure which will involve significant redundancies in Finance Co Ltd; and
3. allow Finance Co Ltd's accounting software business to remain in its current state with a view to a possible sell-off in the future.

The directors of Finance Co Ltd, who are also shareholders in Finance Co Ltd, are extremely worried about the proposed takeover as they fear for their positions and the future of the company.

On 5 January 2022, Finance Co Ltd announced a new share issue proposal that will only apply to shareholders that were registered on 31 December 2020 or before (which specifically excludes Finance Co Ltd). The proposal is in the form of a bonus issue that will provide three free shares for each existing share that a member holds. The effect of the issue is that S-Mart's shareholding will be reduced and will make it difficult to mount a successful takeover. All eligible shareholders will receive substantial benefit by accepting the free shares. The proposed share issue will cost the company $500 million to implement and is likely to eliminate the company's profit for the financial year 2021-2022.

Advise whether the directors of Finance Co Ltd have breached their common law and statutory duties under the Corporations Act, 2001.