conversion or default, page-35

From a director's point of view, the overarching duty is the common law fiduciary duty - in simple terms, to act in the best interests of shareholders, ALL SHAREHOLDERS.

A good overview of company directors' duties - https://aicd.companydirectors.com.au/~/media/cd2/resources/director-resources/director-tools/pdf/05446-6-2-duties-directors_general-duties-directors_a4-web.ashx

"What is the business judgment rule?

The business judgment rule (BJR) applies to the duty toact with care and diligence (s 180) and not other sectionsof the Corporations Act 2001.
This rule seeks to avoidunnecessary restrictions on proper entrepreneurial activity.

Section 180 (2) of the Corporations Act 2001 providesthat a director who makes a business judgment is taken tomeet the care and diligence requirements in respect of thejudgment if they:

• make the judgment in good faith for a proper purpose;
 • do not have a material personal interest in the subjectmatter of the judgment;
• inform themselves about the subject matter of thejudgment to the extent they reasonably believeto be appropriate; and
• rationally believe that the judgment is in the bestinterests of the corporation.

The Australian Institute of Company Directors advocatesan extension of the business judgment rule to other areasof the Corporations Act 2001 – for example, in relationto insolvent trading."

Rogers and Gray need to be very careful imo.

If ASIC decides to have a crack here, it appears (to me) to be fertile ground indeed and they'll (ASIC) will go hard (if they go at all).