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John, James and Dominique are the directors of Jenkins Investments Ltd ('the Company'). The Company's business is to subscribe for shares and invest in property

John, James and Dominique are the directors of Jenkins Investments Ltd ('the Company'). The Company's business is to subscribe for shares and invest in property development companies. John is an admitted Legal Practitioner. James and Dominique are Chartered Accountants and have considerable experience as directors of various property companies. Pursuant to resolutions supported by all the directors at a board meeting, the Company enters into the following transactions: The Company borrows $50 million from the Venture Capital Bank and uses the money to acquire a 10% shareholding in Doug Realtors Ltd, a company that is controlled by John's wife, Abigail. Although john convinces James and Dominique that there will be a 100% return on the investment within 24 months, all the directors are aware that Doug Realtors Ltd has for a long time been experiencing financial difficulties and that its business is on the verge of collapsing. After eight months, Doug Realtors Ltd is liquidated and the Company loses its entire investment of $50 million. In the meantime, the Company has not yet repaid the loan taken from the bank and interest on the loan has increased. The Company pays its directors an fee of $50000 each, which is considerably above what comparable companies are paying their directors. The Company makes unsecured loans totaling $8 million to James and Dominique interest- free. John and Dominique use the money to subscribe for shares in the Company. The Company does not have any employee share scheme. The loans are made without the knowledge or approval of the shareholders. John and Dominique do not repay the loans, resulting in the company losing at least $8 million. When they become aware of the above transactions, the shareholders of Jenkins Investments Ltd are dissatisfied with the way the directors are managing the affairs of the Company, which has resulted in the Company suffering the above losses. With reference to the relevant statutory provisions and the facts provided, advise the shareholders on the following matters: a) Whether the directors of Jenkins Investments Ltd have breached their duties if at all and which duties were breached. b) Whether the directors may be held liable for the losses that the Company has suffered and the grounds for the liability if any. c) What the so-called statutory business judgment rule entails and whether the directors of Jenkins Investments Ltd may rely on this rule to avoid any liability that may arise out of their decision to cause the Company to acquire 10% shareholding in Abby Realtors Ltd.

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