The duty under s 420A(1)(a) of the Corporations Act does not require a controller to sell by open market process in all cases; a private sale to a single buyer may satisfy the duty where the convergence of legal and commercial uncertainties creates a real risk that an open market process would attract no or only nominal bids and would place the sole realistic purchaser in a stronger bargaining position. The controller's conduct must be assessed holistically by reference to the dynamic circumstances faced at the relevant time, not by reference to prescriptive steps. A sole director of a company without a company secretary may validly execute a deed on behalf of the company where the other shareholders have knowledge of and impliedly assent to the transaction, applying the doctrine of unanimous assent.
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