1. The shareholders of a company wish to pass a special resolution regarding the business of the company. What is meant by a special resolution? List and explain three circumstances when a special resolution will be required.

2. A Director has caused the company to issue shares to him in payment of the debts which the company owed him, the result of which is that he would retain control of the company. Explain the principle of fraud on the minority and whether this is such a fraud. Is it different from minority oppression? Explain your answer with reference to case authority and legislation.