Answer the Following Case Study making reference to the Companies Act 2004 and relevant case law where appropriate

Jack, Amy and Marvin are major and founding shareholders of JAM Limited ("JAM"), holding amongst them 85% of the company's shares. They are all directors of the company. Tom and Jenny are minority shareholders, controlling the remaining 15% of the shares. (Holding 10% and 5% respectively). The minority shareholders are unhappy with the directors' conduct with respect to the following:

Marvin, while present at a board meeting, learnt of a potential contract that JAM Limited was pursuing. He immediately, on leaving the meeting, put in motion the formation of a company which he used to put in a bid for the same contract. The bid was successful.

A decision was taken at a board meeting that JAM Limited needed to enter into a contract with a company that provided bearer services. Jack, and his wife, Sandra, owned and operated a bearer service company registered in the name of J & S Ltd. The contract was awarded to J & S Ltd. despite another company offering the same service at a significantly lower cost than J & S Ltd. The minority shareholders objected, but were quickly told by Amy and Marvin that the contract stands and that there is nothing that they or anyone else can do about it.

The Articles of JAM Limited provided that each member is "entitled to one vote with respect to the passing of a resolution to consolidate shares."At the Annual General Meeting held in May 2022, in regards to this matter, Jenny was the first member to cast her vote. However, all three directors refused to register her vote, contending that as an ordinary shareholder holding only 5% of the shares makes her ineligible to be a part of the voting process.

REQUIRED:

To advise:

a) JAM Limited on the possibility of bringing an action against Marvin and Jack for breach of duty.

b) The minority shareholders on any common law and statutory protection available to them