Coal plc is a mining company, whose main business consists of open cast mining. It has Articles of Association that are in the form of Table A. The board of directors includes Ellsa, Michael and Carl.

At a recant board meeting, the directors considered an offer from Land Corp plc to sell land adjoining one of Coal plc's mining sites for 550,000. The board of Coal plc decided that the company should not accept the offer as it doubted whether it could raise the finance needed to buy the land. Elisa then formed her own company, Ore Ltd, which purchased the land for 550,000. At the same meeting, the directors discussed a proposed contract with Geo pic, which is being considered to survey a plot of land recently purchased by Coal plc. Michael owns 10% of the shares in Geo plc, but did not reveal his interest at the board meeting.

Carl has an arrangement with Driller plc whereby he receives a 10% commission for all orders placed with it by Coal plc. Six months ago, Coal plc purchased some drilling equipment from Driller plc for 100,000, for which Carl was paid 10,000 commission.

The shareholders of Coal pic have discovered these facts, and they have passed an ordinary resolution directing the board of directors to commence legal proceedings against Elisa, Michael and Carl.

Discuss the legal issues arising out of the above facts.