Advise ruo and amanda how they should proceed

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Reference no: EM133281960

Case: Construct Capital Ltd (CCL) is a company involved in funding construction projects in Brisbane and Sydney. The company's shareholders include Equity Plus LLP (Equity Plus), a large private equity fund based in the Seychelles. Equity Plus controls 30% of the voting shares of CCL and has appointed 2 directors to the CCL board of directors (Murray and Mandy). CCL also has a director (Ruo) appointed by the CFMEU, an employee union, under an agreement with the union to promote cooperation and industrial peace on its construction projects. The other 2 directors are Yan (the CEO) and Amanda (the CFO).

CCL is currently funding 2 major projects in Sydney, which will take another 8-12 months to complete. It is possible that further funding will be required, particularly if there are further delays with work on the project. CCL has over $15 million in reserve funds and assets worth $25 million that are unsecured at present so it is in a sound financial position. The projects are run through wholly owned subsidiaries, CCL Project 1 Pty Ltd and CCL Project 2 Pty Ltd, respectively. The directors of each of the subsidiaries are CFO Amanda and the project manager for each of the projects (Paul for project 1 and Elaine for project 2) and the CFMEU rep Ruo.

Equity Plus proposes a deal to the CCL board which would involve investing the reserve funds into various offshore investments (managed by Equity Plus Fund Management LLC for a significant fee). This requires the consent of the two subsidiary project company boards because they would need to release the parent company from guarantees given to cover the cost of the projects. Equity Plus offers to cause its finance arm Equity Plus Finance LLC (based wholly in London) to write a letter of comfort to cover the projects.

Question: You are lawyers advising Ruo and Amanda. They are very concerned about potentially breaching their directors' duties. Advise Ruo and Amanda how they should proceed in the Equity Plus deal to ensure they are not in breach of their directors' duties (i.e. your advice should take the form of "in order to comply with Section A of the Corporations Act 2001 (Cth) you must do XYZ" rather than "Has Ruo breached Section A?" (because they have not acted yet, and they are seeking your advice before they make any decisions).

Do not refer to Remedies. ONLY refer to the directors' duties under the Corporations Act 2001 (Cth) and the general law. Follow the HIRAC method.

Reference no: EM133281960

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