A listed public company, Peters Co Ltd, owned land which was valued at historical cost in its balance sheet at $2 million. The directors were advised that the land was worth in excess of $60 million. Daren, a substantial shareholder in the company, advised the Board that he intended to make a takeover bid for the company, offering $10 per share. The Board believed that in light of the value of the land, shareholders should be advised not to sell at that price. However, they feared that because shares were trading at 85 cents, shareholders would accept the bid. The companys financial adviser suggested that the company should arrange for an alternative bid at a higher price and that it should develop the land. The Board agreed and a scheme was proposed whereby the land would be sold to a wholly owned subsidiary of the company, which would enter into a joint venture with another company, Chase Finance. The managing director of Peters Co Ltd was involved in the negotiations with Chase and decided to make his own takeover bid, offering $12 per share. Chase agreed to finance his bid on favourable terms if the joint venture proceeded. He did not disclose details of the arrangement with Chase to the Board, though directors suspected there was a secret arrangement with Chase. At a board meeting, which the managing director did not attend, the directors approved the joint venture scheme with Chase.

Your Task: Advise Daren what action, if any, he can take to reverse the Boards decision as to its approval of the joint venture scheme with Chase. Include in your response an assessment of how the managing directors conduct is relevant for determining whether Daren would have a remedy, where Daren is a member of the company. Give reasons for your answer referring to the Corporations Act 2001 (Cth) and/or cases as relevant to support your arguments.