Background facts: Sam, Bruce, Wilson and Angelica run a chain of pizza restaurants as a partnership business in Melbourne. They set up a proprietary company which purchases the partnership business, and shares in the company are issued to Sam, Bruce, Wilson and Angelica. Sam receives 40% of the shares, Bruce receives 40% of the shares, Wilson receives 10% of the shares and Angelica receives 10% of the shares. Sam, Bruce, Wilson and Angelica are each appointed directors of the company. The company enters into a secured loan of $800,000 with a XYZ bank (the loan is secured using the companys assets, namely three pizza restaurant locations which it owns) to buy new pizza ovens for and renovate its restaurants. Sam and Bruce have had many arguments with Wilson, because they want to control the direction of the business without Wilsons input. Angelicas sister owns a competing chain of pizza restaurants, and Sam and Bruce find out that Angelica is giving her sister information about the company (its secret pizza sauce recipe and expansion plans, which are frequently discussed at directors meetings). Also, Angelica takes no interest in the company (apart from attempting to get information to benefit her sister). Therefore, Sam and Bruce want to remove both Angelica and Wilson from the business. Sam and Bruce pass a special resolution to amend the companys constitution so that shareholders who own 80% of the shares or more can compulsorily acquire the shares of minority shareholders. They engage an accounting firm to ensure that the holdings of the minority shareholders are independently valued, because they want to fairly compensate the minority shareholders. They then seek to buy out Wilson and Angelica, but Wilson and Angelica do not want to sell their shares in the company.

Question 2(a) [ 15 marks] Are Wilson and Angelica required to sell their shares or can they each rely on any protections in the law to challenge the special resolution?