In addition to my last post I wanted to ad this statement from...

In addition to my last post I wanted to ad this statement from His Honor Austin J when talking about the case of Cadwallader v Bajco.
“Since the directors, when exercising their powers as a board, are acting in
a fiduciary capacity, the power to pass the resolution envisaged by section
436A(a) is a fiduciary power…In order to validly exercise that fiduciary
power, the directors who vote in favour of the resolution must form their
opinion about the solvency of the company and the desirability of
appointment of an administrator genuinely and in good
faith…Additionally the law requires that the purpose of the resolution, as
an act of the board, be ascertained, and then characterised as proper or
improper…