1. Mr Shift, Ms Avid and Mr Margin seek your advice on establishing a new company. You advise them not to bother with their own constitution, but instead to rely on the replaceable rules in the Corporations Act. Advise who should be appointed as directors of their company in view of the following information: (a) Mr Shift states that he does not want to be appointed a director or secretary. He suggests instead that his family company be appointed as a director; and that the company not have a company secretary; (b) Ms Avid is currently unavailable for meetings as she has five months still to serve for her last conviction for falsifying company accounts; (c) Mr Margin is 80 years old. 2. Assume that Mr Shift's family company subsequently goes into liquidation. In her report to ASIC, the liquidator states that the secured creditors have been repaid in full, but the unsecured creditors will not receive more than 20 cents in the dollar. The liquidator does not find any evidence of wrongdoing on the part of Mr Shift or any of his fellow directors. What (if any) ramifications does this have for Mr Shift assuming that ASIC's records show that Mr Shift has, over the last nine months, had a similar track record with two other small proprietary companies