PLEASE ANSWER WTHIN 30MIN

in respect of the scenario, answer the followingusing the ILAC process (please in text cite the full legislations from the Corporation Act 2001 ALONG WITH CASES)

note: it only applies to one of these topics

1.History of corporations and corporate law theories

2. The company as a seperate legal entity

3. The cooperate constitution

4. Cooperate contracting

5. cooperate Decision making

6. Cooperate finance

7. Cooperate fund-raising

8. Duty of care Directors duties

a. Duty of care and diligence- s180(1)

b. Solvent trading- 588G

9. Duty of loyalty and goof faith

a. Duty to act in good faith in the best interests of the company - s. 181(1)(a)

b. Duty to act for a proper purpose - S 181(1)(b)

C. Duty to not improperly use position- S 182

D. Duty to not improperly use information- S183

e. Good faith, use of position and use of information- S184

f. Duty of disclosure of of and voting on matter involving material personal interests (s191- s196)- Divison 2

10. Members rights and remedies

a.. The oppression remedy - s.232 - s.235

b. The statutory derivative action- s236- s237

c. Winding up- s461

d. The injunction remedy- s.1324

e. The right to inspect books- - s.247A

ILAC PROCESS

a) The legal issues (multiple issues) in the transaction

b) The legal principles you will use to resolve each issue (sections from the cooperations act 2001 ALONG WITH CASES REVELANT LAWS/ PRECEDENTS)

c) The application of those legal principles to the facts of each issue

d) The concluding advice you would give in respect of each issue

SCENARIO:

Ari is the managing director of Box Fit Pty Ltd. There are three other non-executive directors: Kevin (a fitness enthusiast and family friend of Ari), Gloria (an entrepreneur with extensive experience investing in real-estate and health industries), and Lee (who created the Box Fit Brand and acted as the managing director until family commitments meant he needed to take a less active role - passing the responsibility to Ari).

2 At the time that Ari took on the position as managing director (January 2020), Box Fit Ltd Pty was a very successful fitness brand with multiple training venues around Australia. However, it has become apparent that Box Fit Ltd is no longer in a sound position financially.

Vera holds 10% of Box Fit Ltd Pty shares and has been doing some investigations into the financial position of Box Fit, after the recent AGM (April 2022) led her to question the solvency of the company and the conduct of directors and whether it would be wise for them to continue to manage the company.

While memberships have continued to increase since Ari took over the managing director role, the reported profits of the company have dropped by almost 70% and Vera has discovered several unreported losses and almost $10 million in accrued debt in the last 24 months. Vera is particularly concerned with the following discoveries:

An email chain between Ari and Kevin dated February 2020 where the two agree to "borrow" $800,000 from Box Fit to fund a trip to Ibiza for "market research". There is no evidence that Gloria or Lee had knowledge of or agreed to this loan nor that Ari or Kevin made any attempt to inform them of their plans. There is also no evidence that the loan was ever repaid or that any actual market research occurred when Ari and Kevin took the trip. Their social media accounts show they were primarily beach and club hopping and enjoying expensive meals at luxury resorts.

Recent purchase of a beachside property for $8 million, at 12% interest, from the realestate company Big Wins Ltd Pty. The purchase was made in March 2022 and at current market rates, the property is likely to resell for less than half the amount paid. Further investigation by Vera leads to a discovery that Gloria is the managing director and majority shareholder of Big Wins. Lee tells Vera that Gloria promoted the purchase at a directors' meeting and "everyone agreed to the purchase without much thought". Lee admits he was uncertain it was a "good investment" but he "took Gloria's word for it". Lee did not know of Gloria's position at Big Wins and he is certain that she did not disclose this to the board.

The purchase of 20 cutting edge sprint machines back in December 2021 as part of a new fit out for Box Fit's flagship training venues - the machines had to be replaced after it was discovered that the wiring in the gyms was not compatible with the new equipment and the machines caused repeated power outages. The replacement cost was over $500,000 and there are additional reputational losses from the power outages which impacted many training sessions and caused customer dissatisfaction. When Vera asks Ari about this series of events, he tells her: "The purchase of the sprint machines was Lee's responsibility. He assured us that they would be suitable. He's the founder, we trusted his judgement."

question: Given the above scenario, advise Vera as to any liability that Ari and the other directors may have in relation to each discovery above.