The standard of care under s 180 of the Corporations Act is that of a reasonable person in the director's position, having regard to the corporation's circumstances and the director's office.
company
A company secretary is an 'officer' under the Corporations Act and owes a duty of care and diligence under s 180 in performing their functions.
Directors of an insolvent company owe duties to creditors, and bank claims may be subordinated where unconscionable conduct is established in dealings with the insolvent company.
A third party who knowingly participates in a breach of fiduciary duty is liable as an accessory under the Barnes v Addy knowing assistance principle.
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