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Question Consider the following facts: ABC Pty Ltd ("ABC") is a company incorporated in 2010. The share capital is $100,000, divided into 70,000 Sl ordinary shares and $30,000 preference shares. All shares have one vote. In all other respects, its constitution is the same as the replaceable rules. The directors are Banjo (the chair), Charlie (the managing director), Delta, Eric, and Felicia. Gregory is the majority shareholder, owning 52,000 of the ordinary shares. Gregory is not a director, but he regularly attends meetings of directors. He also directly appointed Banjo and Charlie, and they regularly look to him for advice. There is one preference shareholder, Harrison. The remaining ordinary shares are owned equally by Banjo and Charlie. ABC is short of cash, which it needs in order to expand its operations. Gregory enters negotiations with International Bank, in order to raise much needed capital. He attends the meetings with either Banjo or Charlie. In one of the meetings, he attends with Eric, as he needs to convince Eric of the veracity of the loan. Eric is not convinced, as he feels that ABC's cashflow will not be sufficient to cover the interest repayments. The loan is executed by Gregory, who signs it "for ABC Pty Ltd". Juliet, the loan officer for International Bank, knows that Gregory is not a director, but thinks that he has authority to sign. Within three months after the contract is entered into, ABC's other lender, Kwick Kash, issues a statutory demand and, when it is not paid, appoints a liquidator. Your client is Laura Montage, the liquidator that is appointed by Kwick Kash. You need advise Laura Montage of the procedure to appoint her as a liquidator, the process of liquidation that will occur the liquidation process, and what actions can be taken by her (as liquidator of ABC) against any other party. Guidance Students should consider a range of topics, including directors' duties, insolvent trading rules, validity of the enforcement of the contract and the liquidators' ability to void any contracts.