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.
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.
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.
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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