James Deering is the founder of Pharmacy Space Ltd- an ASX-listed public company involved in the retail pharmaceutical trade. James Deering is the CEO and a shareholder in Pharmacy Space Ltd. The company has experienced significant growth since its listing in 2001, and has cornered a niche market in Australia and overseas. In April 2021, a competitor, Mega-Farma Ltd, makes an impressive takeover bid for Pharmacy Space Ltd. Mega-Farma Ltd claims that if the takeover is successful, they will replace the existing Board of Directors to “improve the efficiency of management”. James Deering does not like this proposed takeover, nor the prospect of losing his job and control of his company. James convinces the Board to issue 20 million shares to themselves and another 6 million to other shareholders who agree to vote down the takeover offer. As a further measure, James also authorises a number of transactions to transfer company property, without consideration, into the possession of the Deering Family Trust (of which James and his wife are beneficiaries). 

Question: 

Which directors duties has James Deering possibly breached ? Make sure you use I.R.A.C. to structure your answer and make reference to the relevant sections from the Corporations Act 2001 (Cth) and case law.

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