Lithe Minerals Limited (LML) is an ASX listed lithium exploration and production company.

LML's CEO, Lionel, believes that Alternative Energy Inc (AE) is about to make a takeover bid for LML which it expects will undervalue LML and seek to take advantage of a temporary fall in its share price. AE manufactures battery storage systems and is looking to acquire a consistent supply of lithium to use in its batteries. AE is backed by several ethical investment funds and has committed not to invest in fossil fuel / carbon intensive businesses. There is significant personal animosity between Lionel and the CEO of AE. They had repeated clashes when working together at another company some years ago.

LML has been considering acquiring CoalCo Pty Ltd from its owner/controller, Betina. CoalCo owns an operating thermal coal mine, and Lionel believes its acquisition would be likely to prevent AE bidding for LML due to AE's antifossil fuel policy. Also, CoalCo's coal mine currently produces strong profits and cash flow that would enable LML to cover the costs (which it is struggling to meet) of bringing its new lithium mine into production.

Betina offers to sell all the shares in CoalCo to LML on terms requiring payment of $2 million in cash, the issue of LML shares worth $4 million to Betina and the appointment of Betina to LML's board. Lionel takes a draft agreement reflecting these terms to LML's board for approval.

One of LML's nonexecutive directors (NEDs), Denise, is also a NED on other boards, including BigBank Limited, which happens to be LML's bank and from which LML would be seeking finance for any $2 million cash payment to Betina. Denise has given standing notice under CA s192 of each directorship to the other companies. Denise has recently been leading a push within the BigBank board to stop lending for coal mining and reduce BigBank's "financed emissions". The issue is still unresolved and highly confidential.

Question 1. Denise seeks advice as to whether there is any issue with her participating in LML's board discussion on the potential acquisition of CoalCo and whether she needs to make any further disclosure (and if so, what?).

Question 2. LML seeks advice on what Lionel and the LML board need to do to ensure that they act in accordance with their duties in deciding whether or not to approve LML's proposed acquisition of CoalCo.