(Australian corporate law)

Carl, Bob and Joe are directors and shareholders of Happyhours Pty Ltd, a property development company which owns and operates a tavern. Carl and Bob are brothers. Bob and Joe are friends and partners in an accounting firm. Carl is an unemployed artist with three young children.

The issued shares in Happyhours total 6000ordinary shares and are held as follows:

Carl 2000 fully paid

Bob 2000 fully paid

Joe 2000 fully paid

Happyhours has been very successful but has not paid any dividends for the last two years. Instead, profits have been invested in further development projects.

Carl's wife has recently died, and he is very short of money to look after his family. He approached Bob and Joe and asks them to consider whether Happyhours could begin to pay dividends to its members. Bob and Joe refuse to consider Carl's request as it would "upset the long-term goals of Happyhours". Carl is upset and tells them that he wants to sell his shares. Bob and Joe refuse to buy him out and demand that he resigns as director because he has lost his objectivity. Carl resigned reluctantly.

Carl asks to see Happyhours most recent financial statements but Bob and Joe refuse to provide this information. Carl then discovers that Happyhours has been paying large "management fees" to Bob and Joes accounting firm.

Carl comes to you with the following questions. You are required to answer:

(a) Can Carl bring a personal or derivative action against Bob and Joe and what should Carl consider in making this decision?

(b) If Carl brings a personal action, should Carl bring it under the general law or make an oppression claim under s 232 Corporations Act 2001 (CTH)?

(c) What remedies should Carl seek?