Where a company is solvent and all shareholders unanimously assent to a transaction, the company is precluded from later claiming that the directors breached their duties under s 229 of the Companies Code in entering into that transaction, and there is in fact no breach of s 229. A claim for compensation under s 229(7) of the Code is an action on specialty subject to a 15-year limitation period under s 34 of the Limitation of Actions Act 1936 (SA). Proceedings under the Companies (South Australia) Code are not proceedings under the 'old corporations legislation' within s 1383 of the Corporations Act 2001 (Cth), and accordingly the six-year time limit in s 1317K does not apply. Journal entries made after the commencement of winding-up that do not reflect any pre-existing transaction are of no effect and cannot constitute unfair preferences.
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