3MDBSdnBhdis an unlisted publiccompanywith 5 directors: Dan, Ali Bella, Carl and Mona.

(a)The company has been offered a business venture. During the board meeting where the contract was discussed, Dan stated that Mr X was not in favour of the contract. Mr X owns 25% of 3MDB's shares and became shareholder in 2010. Dan was appointed to the board in 2010 to represent Mr.X. Prior to the board meeting Mr X informed Dan not to vote for the business venture as Mr X wanted the company had to put in a lot money as initial capital into the business venture which could affect the company financial position. They were worried as the company will only be making profit from the investment I another 4 years. However, Carl and Mona approved of the business venture.Bya vote of 3-2, the board voted not to enter into the business venture.

At the same meeting, the board except for Dan agreed to donate a large amount to a political party. Dan disagreed with the decision because he does not see the benefit of doing so for the company particularly when the objects clause does not authorise the companyto make political donations. The other directors were strong supporters of the political party and approved the donations.

Some shareholders were upset with the board decision and sought your advice whether the director had breached their duty to act in the best interest of the company by rejecting the business venture and making the donation.

(b) Mr X was increasingly worried about the company's financial position. He believed that the board was not actively managing the company's business. Mr X wanted to nominate 3 persons to the board as additional directors or to replace Carl ad Mona. He has given a few names as candidates to the board but the directors, except for Dan, were upset with is proposal.

I May 2015, when Dan was onholiday, the board decided to make anissue of new shares by way of a private placement. No shareholders meeting was called since the board resolved that the shares were issued as consideration for acquisition of assets. Mr X made a complaint to the board stating that the issue of shares was improper as it was issued without shareholders'approval andthat it was a dilution of his shareholding. His complaint was ignored. The board informed him that the company needed to raise working capital and the private placementwas the easiest way to do so. Mr X claimed that (i) the shares issued under a private placementwere offered to persons who supportiveof Carl and Mona, and (ii) the company has surplus cash from the sale of its properties in January 2015.

In June 2015, Mr X bought some of the company'ssharesfrom other shareholders who wanted to dispose of their shareholding in the company. However, his application to register the transfer of these shares was rejected by the company. The board informed Mr X that the articles givetheboard complete discretion to register the transfer of the company's shares.

Mr X sought your advice whether therehas any breach of the duty to exercise power for a proper purpose in relation to the issue of new shares and refusal to register the transfer of shares.