A defence invoking the business judgment rule under s 180(2) of the Corporations Act must identify the specific decision(s) constituting the business judgment relied upon, and the material facts supporting the requirements of s 180(2)(a)-(d) in relation to each such decision. A defence invoking relief under ss 1317S and 1318 must identify with sufficient specificity the circumstances relied upon, and cannot merely incorporate by reference all matters pleaded in the defence without discrimination. A director's failure to give adequate consideration to a matter may constitute a breach of duty but will not engage the business judgment rule because no 'decision' has been made.
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