a) During the meeting between Mrs Sasu and Mr Stir, Mr Stir said that SAG intends to launch a derivative claim under the Companies Act 2019. Mrs Sasu is not familiar with this term. Provide a briefing note for Mrs Sasu explaining what a ‘derivative claim’ is, whether SAG can launch a claim and whether there are any statutory defences and processes under the Companies Act 2019 which would help the directors rebut any such claim. (9 marks)

b) Mr Stir tells Mrs Sasu that the other members of SAG intend to appoint him as their proxy at the next Annual General Meeting (AGM) of Akoma. Mrs Sasu is under the impression that proxies have fewer rights compared to members when attending an AGM. Provide a general brief to Mrs Sasu on this issue. [3marks]

c) Mrs Sasu is concerned that SAG has already sold some of its shares to Super and that the shares are being held in a nominee company. She would like to find out more information about who holds these shares and any related disclosure requirements. Advise Mrs Sasu whether it is possible under the Companies Act 2019 to require Super to disclose if it holds any shares in Akoma and, if so, whether Super is obliged to respond. Also, advise Mrs Sasu on what should be done with the information disclosed, if Super does respond to the request. [8marks