A receiver and manager exercising a power of sale does not owe duties to individual shareholders or directors of the company in their capacity as such. Where a company is in liquidation, only the liquidator may authorise proceedings on behalf of the company; a shareholder or former director lacks standing to bring such proceedings without the liquidator's consent or leave under Pt 2.1F of the Corporations Law. While particular circumstances may give rise to fiduciary duties owed by an officer to individual members, the mere position of the officer vis-à-vis the company is insufficient.
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