Where a solvent company's directors, who are also its only shareholders, unanimously authorise conduct that subordinates the company's interests (such as a disaggregation of its businesses), no serious question to be tried arises for breach of directors' duties, even if one director concealed an intention to compete. The combination of solvency and unanimous shareholder authorisation means the standards of propriety expected of directors are not breached, following Angas Law v Carabelas.
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