(a) The controlling Act is the *Corporations Act 2001* (Cth).

(b) Directors' duties engaged:
*   **Section 180 (Duty of care and diligence):** Requires a director to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise in the circumstances.
*   **Section 181 (Duty to act in good faith and for a proper purpose):** Requires a director to exercise their powers in good faith in the best interests of the corporation and for a proper purpose.
*   **Section 182 (Duty not to improperly use position):** Prohibits a director from using their position to gain an advantage for themselves or someone else, or to cause detriment to the corporation (engaged by the diversion of the customer contract).
*   **Section 184 (Good faith, use of position and use of information – criminal offence):** Specifically addresses reckless or intentionally dishonest breaches of sections 180–183.

(c) Insolvent trading provision:
*   **Section 588G:** Imposes a duty on a director to prevent the company from incurring a debt when there are reasonable grounds for suspecting that the company is insolvent, or would become insolvent by incurring that debt. The key concept is the protection of creditors from losses caused by directors continuing to trade while knowing or suspecting the company cannot meet its financial obligations.