Question
Bob the only foreign national shareholder in Daily. Over the next two years Bob secures a position on the board and begins to cause trouble
Bob the only foreign national shareholder in Daily.
Over the next two years Bob secures a position on the board and begins to cause trouble by secretly leaking information to the press in order to embarrass the company and keep the share price low. Bob also votes against every proposal put forward by the board at the members' meetings. Daily's board is keen to remove Bob from the board and the share register, so they devise a plan (codenamed 'Project Lightening') to alter the company's constitution to totally remove Bob from the company. The company proposes to hold an extraordinary members' meeting on 1February 2022 to vote on the following resolution:
Proposition 1 that the company's constitution be amended so as to provide that any shareholder who is not, as of 1 January 2022, an Australian citizen or (if a corporation) whose main residence is not in Australia must divest themselves of all shares in Daily Ltd by selling their shares to the company at $2 per share.
Proposition 2 that if proposition 1 is not carried, the company's constitution is to be amended by providing that any shares held by persons other than Australian citizens on 1 January 2020 will be stripped of their voting rights immediately.
Advise on what remedies Bob may have in this situation. Include in your response an assessment of how Bob's own conduct is relevant for determining whether he should have a remedy.
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