AtTechTalk Australia Ltd (TTA), Bill and Mel,2 of the directors, are proposing to make a new share issue to Orehart. The other director(Ravi)is wary that the proposal seems like a knee- jerk reaction to diminish the stake currently owned byMightySoft Incand put shares in the hands of a person who is likely to support the other directors in the future.

(a). Mel agrees with Bill to go ahead. If the share issue goes ahead, have the directors breached their duty to exercise their powers for a proper purpose? (TTA is not ASX listed).

(b). What action, if any, can MightySoft Inc take?

using ILAC method to answer them