Question: Using the given case study, answer the following tasks in bulletpoint. Use the corporations act 2001, and general law. Gday Loans Limited (Gday Loans) is
Using the given case study, answer the following tasks in bulletpoint. Use the corporations act 2001, and general law.
Gday Loans Limited (Gday Loans) is a company listed on the Australian Securities Exchange (ASX). It was established in 2010 and extends loans to small businesses.Gday Loans head office is based in Adelaide, South Australia. The three Directors of Gday Loans are David (Managing Director), Lee (Chief Financial Officer) and Sam (Secretary).
In October 2023, the Directors made the following decisions on behalf of the company at a Board Meeting:
- To take-over another company BIG Insurance Limited (BIG), by acquiring 60% of its shares. BIG insurers banana-growers in Queensland.
- To lend $20 million to Sunshine Tours Pty Ltd (Sunshine Tours), which conducts fruit farm tours in northern Queensland. Ray, the sole director of Sunshine Tours was hesitant to personally guarantee to repay the loan if Sunshine Tours is unable to make repayments. David reassures the other Directors that he has known Ray for many years and that he has always re-paid his personal and business-related loans fully and on-time.
In December 2023, there are severe floods and cyclones in Queensland:
- It is apparent that BIG will be unable to make all pay-outs due to clients whose crops have been completely destroyed, and that BIG will have to be placed in liquidation, with consequent major losses to Gday Loans.
- It is also apparent that Sunshine Tours is unable to make any further re-payments on its loan from GDay Loans and will also have to be placed in liquidation. Because Sunshine Tours still has significant assets and has no secured creditors and few other unsecured creditors, the result loss to GDayLoans should be limited to about $10 million.
Lee and Sam discover:
1) David owns a quarter of both BIGs and Sunshine Tours shares,
2) Sunshine Tours made losses for the last 5 years and
3) the loan from GDay Loans was used by Sunshine Tours to create Sunny Profits from which David received big dividends.
David concealed this from Lee and Sam at the Board Meeting in October 2023, which approved the transactions with BIG and Sunshine Tours by providing forged extracted from Share- Registers and financial records. Lee and Sam did not check the accuracy with the Australian Securities and Investments Commission, or on the respective websites of BIG or Sunshine Tours, as they always left such checks to David and the Board had a formal policy on Directors roles which assigned David this responsibility. When transactions with BIG and Sunshine Tours were formally entered into after the October 2023 meeting, Lee co-signed all the relevant documents on behalf of GDay Loans with attachments, as containing all the correct information.However due to the size of the documents, Lee merely assumed everything David told the Board was true.
Vince, a shareholder in GDay Loans is very unhappy and comes to see you for advice .
Using this information, do the following:
- mark up of all highlighted key facts and why they are key ie Ltd indicates its a public company, bound by x rules etc
- Scaffold of all the key issues set out as if it was an exam ie Bruce - has Bruce breached s191
- dot point of all the things every director has done wrong in plain English
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