Question
Last week, the board of directors of AAA Ltd signed off on a deal to buy BBB Ltd for $25m. Amongst the attendees at that
Last week, the board of directors of AAA Ltd signed off on a deal to buy BBB Ltd for $25m.
Amongst the attendees at that board meeting, were Helen and Liam (both are Company Directors) and Suzy (the receptionist who took meeting minutes).
News of the take-over would not be released to the public until the following week.
(a) Helen owns 50,000 shares in BBB Ltd and will make a profit of $1m when the sale goes through. Discuss whether she would be breaching any duties if she fails to tell the board of directors of the impending profit she will make.Secondly, refer to sections in the Act and discuss what Helen can do to avoid breaching any duties.
(b)Immediately after leaving the boardroom, Suzyphoned her broker and invested $100,000 in BBB Ltd. She stands to make a profit of $300,000 when the sale goes through.
(c) What if you were told that, before buying BBB Ltd, the company briefly consideredbuying OOO Ltd, but made a last minute decision that it made more commercial sense to buy BBB Ltd instead. After hearing that AAA rejected the opportunity to buy OOO, Liam went out and bought OOO privately. In this scenario,discuss whether Liam would breach any duties if he failed to tell AAA Ltd of his actions.
(d) Discuss whether either Helen, Suzy, or Liam (only select one) also breached CA s 184. What are the likely consequences if found to be in breach of this Duty? Refer to sections in the Act.
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