Anne and Mike are the founding directors and sole shareholders of PC Ltd. In 2012, 200 new shares were issues to mark, who also became a director at that time. PC Ltd operates as a crowd funding platform.

 

In May 2014, Anne and Mike divorced. Since that time, Anne has become less involved with PC Ltd, although she has remained as a shareholder and a director. However, she recently discovered that in 2015 Mike and Mark incorporated another company, NPC Ltd, of which they are both directors and sole shareholders. NPC Ltd is developing new software for crowd funding platforms. The initial development of this software had been undertaken by PC Ltd, although PC Ltd never commercially sold this software. Anne also know that the employee who worked for PC Ltd when this software was initially developed, now works for NPC Ltd.

 

She raises the matter of NPC Ltd at the last board meeting for PC Ltd as she believes that Mike and Mark have breached their duties to PC Ltd. Mike and Mark consider they have not breached any duties as PC Ltd never commercially sold the software in question. Anne has now come to you for advice on this matter.

 

Explain whether a court is likely to permit Anne to take a derivative action against Mike and Mark under s 165 of the Companies Act 1993.