1. Using the Foss VS Harbottle law case, Discuss the Ruling and the exceptions to the Rule.

2. A Company Ltd has three directors Alan, Barry and Carol. Alan and Barry find out informally that planning permission will be granted for a piece of land owned by A Company Ltd. They keep this information to themselves and contract with A Company Ltd to buy the land at a price that represents its value without planning permission, and is far lower than its value with planning permission. The contract is approved at a board meeting attended by all directors. No shareholders' approval is secured.

a. Discuss the potential breaches of duty by any of the directors and any contravention of the Companies Act 2000; provisions governing specific types of contracts between a director and the Company.