Lily is the managing director of a company specializing in buying and selling hair loss remedies for men. The company, Stoploss Pty Ltd $($Stoploss$)$ was registered in $2012.$ Stoploss markets to men between the ages of $40$ and $70$ years. In October $2022,$ while Lily is out of the office buying some stationary, she visits an old friend Tom at Tom$$s work. As they are talking Tom asks Lily whether her company would be interested in helping him to market a new organic hair treatment for women called $$No Curl$.$ Tom claims that the treatment is perfect for women because it straightens hair without the need for an expensive hair straightening device. Lily tells Tom that her company would not be interested because it sells men$$s products only. She offers to help Tom herself. Tom agrees. Lily and Tom set up a company called $$No Curl Pty Ltd $($NC$)$ and become its directors and members. Lily is the majority member. They call the product $$No Curl$$ and the business of the company is an overnight success.

At a board meeting of Stoploss six months later, Lily proposes that Stoploss enters into a long$-$ term contract with NC to buy supplies of No Curl for re$-$sale. The board agrees and as part of the contract Lily negotiates with the board that she will be paid a small commission on each sale because she drew the board$$s attention to this new product opportunity. Stoploss makes large profits from selling the soap overseas. In June $2023$ Stoploss learns that Lily is involved in NC and seeks your advice as to whether she has breached her director$$s duties and if so$,$ what consequences follow.