CORPORATIONS – duties of directors – allegation that defendant contravened statutory duties as a director under ss 180, 181(1)(a) and 182 of the Corporations Act 2001 (Cth) – where no allegation that defendant was motivated by or gained any personal benefit or advantage – where no allegation that creditors suffered any loss – where alleged that by voting in favour of certain resolutions when the company was nearing insolvency the defendant contravened ss 180, 181(1)(a) and 182, because the resolutions materially prejudiced the company’s ability to pay its creditors – where resolutions gave effect to two things: a change in the constitution of the subsidiary so as expressly to permit its directors to act in the best interests of the holding company; and entry by the subsidiary into a deed of acknowledgment of debt between it and the holding company – where alleged that the resolutions materially prejudiced the subsidiary’s ability to pay its creditors, because the purpose and effect of the deed was to prevent a voluntary administrator of the subsidiary from calling on the approximately $19 million intercompany receivable that would otherwise have been available for its creditors – where sixteen factual issues posited by plaintiff in closing for determination – where “decisional issue” was whether defendant honestly and reasonable relied on legal advice – application dismissed
PRACTICE AND PROCEDURE – undesirability of use of concise statements in cases of complexity
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2024/2024fca1267
For more information, see the original judgement.
