Posted: September 6th, 2016

Could the duties in sections 181-183 of the Corporations Act 2001 (Cth) apply to TPCL?

Questions to answer
PART A
Question one
Could the duties in sections 181-183 of the Corporations Act 2001 (Cth) apply to TPCL?
NOTE: In answering this question you are required to say whether the duties could apply to TPCL, you are not required to determine if there is a breach of duty, whether TPCL has any defences or the potential consequences of breach.
Question two
Advise Peter if he has breached any director duties?
NOTE: In answering this question you are not required to address any defences or potential consequences of a breach of directors’ duties.
Question three
Advise Freda if she has any defences to her breach of duty of due care skill and diligence?
NOTE: In answering this question you can assume that that there is a breach of duty of due care skill and diligence. You do not need to address any consequences of breach.
PART B
Alan is also a director and substantial shareholder of another company called Tiptruck Ltd. (Tiptruck). Alan is proposing that BLPL enter into a service agreement with Tiptruck for the supply of haulage services. The board decides that a resolution should be put to the next meeting of members.
Alan has come to you for advice on what he needs to do.
Required
1. Draft a brief e-mail to Alan explaining his legal requirements in relation to the resolution that will be put to the members.
2. Draft the disclosure on behalf of Alan in an appropriate format.