Thera Ltd, a fashion design company, has three directors, Selena, Melina and Dora. Anna is a shareholder in Thera Ltd and owns 15% of the company's shares. Selena is the majority shareholder who owns 75% of the shares and the remainder of the shares are owned by members of Selena's family. Melina used to be a solicitor in a big law firm in Birmingham. Last year, Selena sold a warehouse to Thera Lid for f1.5m (one and a half million pounds). The transaction had shareholder approval at the time, although Anna voted against it. It now appears that the warehouse is only actually worth $500,000 (five hundred thousand pounds). Melina, who likes to keep up with the latest fashion trends, uses her connections made on the board of Thera Ltd to obtain tickets to a sold out fashion show. Because she spends all her energy on the show, she fails to attend a meeting with one of Thera Ltd's key clients and, as a consequence, the company loses a potentially very lucrative contract. Chandler is a former director of Thera Ltd. Following his resignation from the board, he receives an expensive contemporary artwork from Mona Ltd, a company with whom Thera Ltd does a large amount of business. Dora is concerned about compliance by the directors of Thera Ltd with their duties in the Companies Act 2006 and comes to you for advice.Eva and Nadia are directors and shareholders of EcoWarrior Plc, a company selling organic food products. The business is carried out through a series of wholly-owned subsidiaries, each specialising in different organic products. Three years ago, the company incorporated a further wholly owned subsidiary called Catovix Ltd to focus on creating nutritious cat meals. Mike is the sole director of Catovix Ltd. As a result of a number of poor business decisions, Catovix Ltd has failed to make a profit since its incorporation. Last year, Eva and Nadia informed Mike that Roy, a director of another company in the group, would replace him as director. Roy is also told by Eva and Nadia to transfer all assets of Catovix Ltd to a sister company and that they intend for Catovix Ltd to be wound up. Advise Debbie who, since last year, has been seeking repayment from Catovix Ltd for an organic cat product that has caused serious kidney problems to her cat.Hoth Ice Machines PLC (Hoth) is looking to raise equity finance through the public stock exchange. Of the three directors, Jax Thrawn has been given the responsibility of compiling the company prospectus. Jax has written the prospectus using the technical language he feels is necessary for the sophisticated investors the company is looking to attract. He does not feel that a simplistic outline is necessary for inclusion into the prospectus. Additionally, Hoth did not perform well in the last year and, while not making a loss, its revenues shrank significantly. When Jax compiled the prospectus, he hired an expert to give her opinion on the growth prospects of the company in light of this. She suggested that, despite the last year's shrink, the following year would prove extremely profitabl and so could say this in the prospectus. After the prospectus was issued and Hoth floated on the stock market, the company continued to perform poorly and eventually began making a loss. In addition to this, J noted within the prospectus that the figure for the previous year's earnings was incorrect and had been inflated in the prospectus by around f1 million. Jax has come to you for advice. He has asked you to advise him on the issues with the prospectus, his potential liability, the potential liability of the other directors and any sanctions that could be given by the FCA. He has also asked whether he would have ar defences available to potential claims