While Simpson has not incurred any criminal liability he certainly has not acted in good faith in his role as a director. There was certainly a conflict of interest and there was no disclosure. (S. 181). As for the company resolving (assuming he has incurred liability), s 208 will allow the company (shareholders) can approve it. You may if you wish discuss s 182- Improper Use of Position. S182 is a codification of the principle that officers or employees cannot improperly use their position to gain an advantage for themselves or to cause detriment to the company. This is the statutory version of Regal Hastings