Parts 2D.1 and 5.7B often arise together in matters involving allegations of insolvent trading. For instance, s 181 requires directors and officers to exercise their powers and discharge their duties in good faith in the best interests of a corporation and for a proper purpose. 
One very recent judgment cited and discussed in both parts is the Federal Court judgment of Stone v Mizzi [2024] FCA 696 (Halley J, 28 June 2024). This new judgment is cited extensively in the annotations for ss 181 (Good faith – civil obligations), 588FC (Meaning of insolvent transaction), 588FDA (Meaning of unreasonable director-related transaction), 588FF (Courts may make orders about voidable transactions), 588G (Director’s duty to prevent insolvent trading by company) and 588H (Defences about reasonable grounds, illness or reasonable steps). 
To prove a breach of s 181, it may be sufficient that there was a real and substantial possibility of a conflict between the directors’ personal interests and those of the company. 
Where a company is insolvent, a declaration of dividends would have the effect of materially prejudicing the company's ability to pay its creditors and be an unreasonable director-related transaction under s 588FDA. And, although s 588H provides defences against liability for insolvent trading, shifting a director’s responsibilities to external accountants may only highlight their failure to understand their responsibilities as a director.
The annotations to the two parts are essential resources for advisers and representatives of company directors and liquidators.
 

In Robson's Annotated Corporations Legislation, detailed annotations accompany the provisions of the Corporations Act 2001 (Cth). Commentary from expert specialist lawyers working with, and analysing, the law considers how provisions and wording have been interpreted by the courts under the current Act and its forerunners, in a range of contexts. This depth and range is essential in practice for Australia’s corporations legislation is particularly complex in its wording and in its interpretation. 
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