COMPANY LAW SECOND GROUP ASSIGNMENT

Vegas Ltd was incorporated on January 2014 and was floated on the Australian Securities Exchange (ASX) in June 2014. As part of the initial public offering (IPO) the company issued 300 million shares at $1.50 and raised $450 million from investors. Vegas Ltd is primarily involved in property development specialising in casinos and luxury hotels.

Vegas Ltd has three non-executive directors:-, Dr No, Mr White and Mr Big. Vegas Ltd has one executive director, Mr Bond who is also the company's chief executive officer. Mr Big is also the company's Chairperson and has an accounting qualification. Mr Goldfinger is the company's chief financial officer but is not a director of the company. Goldfinger was responsible for preparing the financial statements including the balance sheet contained in the company's annual report for the company's external auditors, Enron Auditors. Moneypenny is Bond's personal assistant and was also employed as the company secretary.

Vegas Ltd began developing and acquiring new and existing casinos in Macau in March 2015. By the end of year, the company had spent nearly all of the funds raised through the IPO. In April 2015 the company decided to borrow funds from Cayman Bank. The bank manager at Cayman Bank, Slick Willy advises Vegas Ltd to borrow using a 12 month short-term bridging loan of $500 million and "spread" the borrowing over its balance sheet. Slick Willy advises Bond and Goldfinger that most of the borrowings could be characterised as non-current since the final repayment instalment could be rolled into next financial year with the maturity recorded as July 2016 even though most of the loan repayments are due within current financial year.

At a recent meeting, the board of directors considers the approach of Cayman Bank and decide to go ahead with the financing arrangement. Unfortunately, no minutes of the crucial meeting were recorded by Moneypenny in her capacity as the company secretary and as required under the law. Bond, decides to draft an announcement to the ASX advising the market that the company has received new funding for the purposes of acquiring a casino in London's Mayfair district called Casino Royale.

The contents of the announcement were also discussed at the board meeting. However, the draft was prepared by Ms Moneypenny after the meeting was concluded. Dr No, Mr Big, Mr Goldfinger and Mr White did not read the draft ASX announcement. Bond decides to tell his personal assistant, Ms Moneypenny to buy some shares in Vegas Ltd before the Casino Royale announcement is released to the ASX. The ASX announcement stated:-

"Vegas LTD is pleased to announce the acquisition of Casino Royale in London fully funded through the issue of long term non-current debt."

Moneypenny purchases $7,000 of shares in Vegas Ltd the day before the announcement at $1.75 per share. After the announcement is released to the ASX the share price of Vegas Ltd fluctuates from $1.90 down to $1.35. Moneypenny decides to sell her shares for a loss at $1.50, crystallising a total loss of $1,000 on her recent purchase.

The 2016 annual report was also table at the board meeting in a pack containing 600 pages. The annual report was signed off by the company's external auditors, Enron Auditors. Enron undertook two audits of the company's accounts but did not detect any irregularities during the financial year. The board approved the annual report and directors signed off on the report. The annual report of Vegas Ltd showed:-

GROUP QUESTIONS -

QUESTION 1:- HAS MR BOND BREACHED HIS DIRECTORS' AND/OR FIDUCIARY DUTIES? PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.

QUESTION 2:- HAVE, DR NO, MR BIG AND MR WHITE BREACHED THEIR DIRECTORS' DUTIES AND/OR FIDUCIARY DUTIES? PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.

QUESTION 3:- WHAT ACTION CAN ASIC TAKE AGAINST MR GOLDFINGER AS THE CHIEF FINANCIAL OFFICER? PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.

QUESTION 4: WHAT ACTION CAN ASIC TAKE AGAINST MS MONEYPENNY AS THE COMPANY SECRETARY? PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.

QUESTION 5:-WHAT ACTION COULD THE COMPANY TAKE AGAINST THE COMPANY'S EXTERNAL AUDITORS (ENRON AUDITORS)?       CAN THE AUDITORS MAKE A COUNTERCLAIM AGAINST THE COMPANY?  PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.

QUESTION 6:- WHAT POSSIBLE DEFENCES MIGHT BE AVAILABLE TO MR BOND, DR NO, MR WHITE, MR GOLDFINGER AND MS MONEYPENNY? WHAT PENALTIES MAY BE IMPOSED ON THE DIRECTORS, CHIEF FINANICAL OFFICER AND COMPANY SECRETARY? PLEASE USE CASES AND/OR RELEVANT SECTIONS FROM THE CORPORATIONS ACT.