Question Global AI Technologies $($GAT$)$ Ltd is a forward$-$looking company launched in December $2017$ in Melbourne providing Artificial Intelligence, voice services, IoT development, blockchain, mobile app, and AR$/$VR development. GAT has four directors and shareholders Matthew $($CEO$),$ Brian $($CFO$),$ Connie $($non$-$executive director$),$ and Krystal who is not paid for her role although she attends the board meetings. Matthew is the founding managing director and a majority shareholder with $37\%$ of the issues shares and Brian owns $12\%$ of the shares. Connie and Krystal each have $10\%$ of the issued shares, and the remaining shares are owned by other shareholders. Cyber Infrastructure Ltd announced its desire to takeover GAT by acquiring shares from the company. To try to persuade the shareholders not to sell their shares, Matthew issued a very positive profit forecast for the company for the year. Unfortunately, he neglected to sufficiently consider important financial information resulting in overpricing of the value of the company. During his work as a director, Brian becomes aware that an opportunity exists for him to make a personal profit by selling some of the company$$s technologies to a company which he intends to form in the future. Brian convinced Matthew and Connie to become involved in the sale and a subsequent board meeting approved the sale of several technologies developed by GAT. The sale price for the technologies was later determined to be less than the actual price in the market. Krystal was denied the opportunity to ask questions at the board meeting and her vote was not counted in relation to the future of the business activities. For the past $2$ years, GAT has lost money on its operations and is not doing very well. Krystal takes a closer look at the financial performance of the company and raises her concerns to the board, but her complaint was ignored. She was also extremely upset when she did not receive a notice of the Annual General Meeting $($AGM$),$ and seriously now considering leaving the company. She advised the board that she wish to sell her shares, but unfortunately the negotiating failed because of the inability to agree upon an appropriate price to be paid for these shares. Matthew had known that GAT was in financial difficulties in December $2020,$ but he assured the board, based on the advice of the auditor, that the company had a cashflow issue and its business problems can be solved in a short period of time. Matthew also with the help of a financial advisor developed a plan to restructure the services of the company to improve business activities. The plan requires GAT to incur some debts while insolvent, however, this would reasonably likely result in a better outcome and financial performance for the company. In the last $12$ months, GAT faced major issues and the board are considering placing the company into a voluntary winding up as it was not able to pay its creditors. Advise Global AI Technologies $($GAT$)$ in relation to the following: Question $1(20$ marks$)$ Whether the directors have breached their duties under statute and common law? Your answer must also discuss how breach is law is associated with poor business decision making. Also advise if any defences can be used by the directors. Make appropriate reference to case law in your answer.