The board of directors of Sea Ltd is considering a proposal that the company buy a ship from one of its directors, Tan, at its fair market value of 150,000. They know that Tan proposes to vote in favour of the contract at the board meeting called to approve the contract. They also know that as a shareholder Tan proposes to vote in favour of the resolution at the members' meeting. They also know that in both situations Tan will be voting in his own selfish interests, rather than in the interests of Sea Ltd.

Question 45

Think whether or not the board alone can commit Sea Ltd to this contract and why.

Question 46

Think whether Tan is in breach of any the seven general duties owed by a director to his company:

(i) at the board meeting;

(ii) at the general meeting.