Hi T7 - I value your opinions and have mulled over a few of them...

Hi T7 - I value your opinions and have mulled over a few of them over the past day or so. On most occasions, I give my opinions a fair bit of thought (& or research/qualification) before I post them. So, here is some facts around the Ikon legal proceedings and why I labelled it a CDY "debacle"...

The beginning... https://mumbrella.com.au/test-case-for-ad-industry-opens-in-supreme-court-as-ikon-accused-of-overseeing-a-failed-campaign-540141

My Comment: The facts in here speak glaringly for themselves.

The Judgment... https://mumbrella.com.au/judgment-in-ikon-court-victory-says-tv-ads-effectiveness-is-subjective-opinion-550527

My Comment: The inference here is it appeared to be a very open and shut case and maybe the Judge felt his involvement wasn't even necessary.

The Board's comments... https://cellmid.com.au/wp-content/uploads/2019/11/Ikon-Legal-Action-Decision.pdf

My Comment: For me, the third paragraph says quite a lot about the Board's attitude and how it relates to the Court Judgment. I would not have been surprised if there was a new legal proceeding - starting with the word "Contempt...".

The Corporations Act 2001... Section 180 (1) & (2):

180 Care and diligence—civil obligation only

Care and diligence—directors and other officers

(1) A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:

(a) were a director or officer of a corporation in the corporation’s circumstances; and

(b) occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.

Note: This subsection is a civil penalty provision (see section 1317E).

Business judgment rule

(2) A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they:

(a) make the judgment in good faith for a proper purpose; and

(b) do not have a material personal interest in the subject matter of the judgment; and

(c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and

(d) rationally believe that the judgment is in the best interests of the corporation.

The director’s or officer’s belief that the judgment is in the best interests of the corporation is a rational one unless the belief is one that no reasonable person in their position would hold.

My Comments: To get a gauge on... "unless the belief is one that no reasonable person in their position would hold"... just read some of the 28 comments at the end of the "Mumbrella" story in the first link above (The beginning).

Secondly, given all the above and the "ease" of the outcome, when the Board decided to defend the legal action - as well as make a cross claim - one could be forgiven for questioning whether the Board believed they were acting "in the best interest of the corporation". I find it very hard to accept that CDY's lawyers would encourage the Board to defend that proceeding. In this regard, the amount of CDY funds spent on legal fees was quite astonishing.

Apologies - it's a bit longer than I thought...