Is “this transaction may have been unlawful, but we could have done it this way” a defence to a breach of duty claim?
Possibly, it turns out.
A company director successfully appealed a summary judgment that he pay equitable compensation of £13,149,479 on the basis he had procured that the company paid that sum against sham invoices. These invoices were apparently for Research & Development, but in fact were to procure payments from the Company to the shareholders to evade corporation and income tax. The company received no benefit from these payments.