The consent of the sole beneficial shareholder of a company does not prevent a director's conduct from being characterised as dishonest under s 184(2)(a) of the Corporations Act 2001, as dictated by Macleod v The Queen. Angas Law Services v Carabelas, which identified profitability, solvency, shareholder consent and absence of third party disadvantage as relevant to propriety, is distinguishable where the allegation is one of dishonesty or fraud rather than mere impropriety. Unrealised capital appreciation on development properties held as inventory cannot constitute distributable profit without proper valuation, directors' resolution to revalue in the accounts, and transfer to the profit and loss account.
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