Question
Little Gold Pty Ltd is a gold mining company. The directors of Little Gold are Johan, Bina and Levi. Johan is the managing director. Bina
Little Gold Pty Ltd is a gold mining company. The directors of Little Gold are Johan, Bina and Levi. Johan is the managing director. Bina is a well-known gold miner and has a PhD in the geology of gold deposits. Levi was a former investment banker for a large multinational investment bank.
Little Gold has approximately $100 million in the bank and is looking to acquire new mining tenements. Tiny Specks Pty Ltd approaches Little Gold, offering to sell it some tenements that Tiny Specks holds.
Little Gold engages Big Geo Expert Pty Ltd, a geology firm, to provide an assessment of Tiny Specks' tenements to determine if there is enough gold to establish a viable mining operation. Big Geo Expert informs the board of Little Gold that while it specialises in geological surveys, it has never undertaken an assessment for a potential gold mine. Notwithstanding this, Big Geo Expert proceeds with its assessment and prepares a report for the board.
Bina is the only person on the Little Gold board who reads the report. However, since she's so busy, she focuses on the summary, which says there is gold in the tenements. Unfortunately, Bina doesn't read footnote 55 on page 36, which says that while gold ore is present, geographical and topographical issues with the location of the tenements mean it would be next to impossible to remove the ore to process it.
Johan asks Bina if she thinks the tenements are good value. Bina says that she has looked at the report and 'it all looks good'. The board proceeds to pass a resolution approving the purchase of Tiny Specks' tenements for $50 million.
It is soon discovered that the gold cannot be mined from the tenements due to the issues identified in Big Geo Expert's report, and Little Gold has to sell the tenements at a significant loss.
Did any of the directors of Little Gold breach their duty under s 180(1) of the Corporations Act or the general law equivalent? Discuss potential defences.
Step by Step Solution
There are 3 Steps involved in it
Step: 1
Get Instant Access to Expert-Tailored Solutions
See step-by-step solutions with expert insights and AI powered tools for academic success
Step: 2
Step: 3
Ace Your Homework with AI
Get the answers you need in no time with our AI-driven, step-by-step assistance
Get Started