A chief executive officer and managing director who stands to receive substantial financial benefits from the implementation of a scheme of arrangement can properly make a recommendation to shareholders in favour of the scheme, provided there is full and prominent disclosure of the director's interest. Regulation 8301(a) of Schedule 8 of the Corporations Regulations contemplates that each director should make a recommendation, and there is no general rule or principle that a director should refrain from doing so merely because of a financial interest in the scheme's outcome. The approaches in Re Gazal Corporation Ltd and Re Navitas Ltd (No 2) suggesting otherwise are not followed.
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