Question
Imaginary 8000 Ltd (Imaginary 8000) is an Australian public company that produces wooden chairs. Charles, Linda, Mark, Eva and Philip are the directors of Imaginary
Imaginary 8000 Ltd ("Imaginary 8000") is an Australian public company that produces wooden chairs. Charles, Linda, Mark, Eva and Philip are the directors of Imaginary 8000. Hypothetical 16000 Pty Ltd ("Hypothetical 16000") owns 55% of the shares in Imaginary 8000. Hypothetical 16000 sells furniture.
Hypothetical 16000 orders 1 million chairs from Imaginary 8000 at a price of $50 apiece. Both Hypothetical 16000 and Imaginary 8000 are happy with the contract, which both companies believe is at fair terms.
One day Charles, Linda, Mark, Eva and Philip meet in a caf and discuss the remuneration of the directors of Hypothetical 16000 compared to their own remuneration. After a long conversation, they say that they are dissatisfied with the remuneration they receive as directors of Imaginary 8000. Charles, Linda, Mark, Eva and Philip know that the contract Imaginary 8000 has with Hypothetical 16000 is one of the two most important contracts for Imaginary 8000 and that Imaginary 8000's sales have been decreasing significantly recently. However, they decide to reduce the price of the chairs being sold to Hypothetical 16000 with the hope that the shareholders of Hypothetical 16000 will feel indebted to them and appoint them to the board of Hypothetical 16000. On these grounds, Charles, Linda, Mark, Eva and Philip approve the reduction of the price of each chair from $50 apiece to $15 apiece and Imaginary 8000 amends the contract with Hypothetical 16000 accordingly. Due to the contract amendment, Imaginary 8000 suffers significant losses, its other clients are very dissatisfied with the prices they pay and either stop purchasing from Imaginary 8000 or demand lower prices, and the company's share value drops considerably.
Discuss whether Charles, Linda, Mark, Eva and Philip breached any directors' duties and if so what consequences this might entail for the directors. In your answer: consider and describe all the issues of the problem; show understanding of the relevant law and how it applies to the factual situation; provide your reasoning and analysis; and provide your conclusions.
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