(a) Ross, Joey, Chandler and Pheobe formed a company known as "Friends Sdn Bhd". The company runs a successful business of selling and manufacturing virgin cocounut oil. The business was successful and the company made huge profit. However in the next 10 years the company's profit declines rapidly due to the mismanagement done by Chandler who has been discovered that have taken the profits of the company and utilizes it in setting a competing business. Consequently the company is unable to pay its debts and it went to liquidation. The liquidator claimed that since Ross, Joey Chandler and Pheobe are the shareholders hence they are liable to pay. At the same time, when Pheobe who is the minority shareholder discovered about Chandler's embezzlement of monies of the company, institute legal action in her name against Chandler. Advise all relevant parties on the legal issues (15 marks) (b) Sally entered into a written contract with James to sell her land to James for RM 1 million. However, Sally changed his mind and decided to avoid her obligation. She incorporated a company, SS Sdn. Bhd. and sold the land to the company instead. When James wanted to execute the contract, Sally informed Peter that the company has bought the land. Advise Sally

Subject ; business law malaysia