The statutory duty of care and diligence under s 232(4) requires executive officers involved in a takeover due diligence process to bring material information to the attention of the board, due diligence committee and auditors, and not to make statements that are inconsistent with information known to them. An executive officer who signs representation letters and management sign-offs without making adequate inquiries breaches the duty. The duty to act honestly under s 232(2) is breached where an officer makes statements knowing them to be false and knowing that auditors will rely on them, or causes entry into an artificial transaction not in the company's interests with consciousness of that fact.
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