Parent Company Ltd (PCL) has various subsidiary companies. Two of these are A Ltd and B Ltd.

A Ltd is not a wholly-owned subsidiary: PCL bought a stake in it a few years ago from Mohammed and Sarah, who founded A Ltd. PCL now owns 70% of A Ltds shares. The other 30% is owned by Mohammed and Sarah, who each own 15%. A Ltd has five directors: three of the PCL directors appointed by PCL to A Ltd board (the PCL directors) and the other two are Mohammed and Sarah.

B Ltd (which is a wholly owned subsidiary of PCL) is in financial difficulties.

A board meeting of A Ltd is convened, which all the directors attend. The PCL directors inform the board that PCL is very concerned about B Ltds difficulties, but considers them to be short term problems only. PCL also thinks that B Ltds survival and success is important to the PCL group (including A Ltd) and proposes that A Ltd make a large loan to B Ltd.

This loan is voted through at the board meeting of A Ltd, although Mohammed and Sarah, vigorously protesting, vote against the resolution. They are not convinced that B Ltd has (or ever will have) the capacity to repay the loan. They also think that it may leave A Ltd itself in difficulty in paying its creditors. The PCL directors dismiss Mohammed and Sarahs concerns and the resolution approving the loan to B Ltd is passed.

Meanwhile, one of the PCL directors hears from his friend in a pub that the property next door to A Ltd is for sale at a very good price. For A Ltd this could be a good opportunity to expand, but at an earlier board meeting (attended by all five directors of A Ltd) it has been decided that due to the ongoing Covid-19 pandemic A Ltd should, probably, refrain from expanding for some time.

Regardless of that board meeting decision, the PCL directors bought the property next door to A Ltd in their own names last week, not informing A Ltd, Mohammed or Sarah of their decision.

Advise which duties towards A Ltd may have been breached by the PCL directors in this situation and the possible liability for breach of these duties. (Please, do not discuss any duties arising under s174 CA 2006 in this question). USING COMPANIES ACT 2006, AND CASE LAW