Country Motors Ltd, a listed company, is an importer and retailer of Land Rover Cars. The directors and their associates own about 35 per cent of the company's issued shares. Asset Grow Ltd (AGL) owns 9 per cent of the shares. The remainder is held by a large group of other shareholders.

At a recent board meeting, attended by all the directors, it was decided that Country Motors Ltd would sell all the company's showroom sites to Dark Knight Investments Pty Ltd. Unknown to the other directors, Dark Knight Investment Pty Ltd was the family company of Frank Country, chairman of Country Motors Ltd. One of the terms of the sale was that Country Motors Ltd would lease back all the showroom sites from Dark Knight Investment Pty Ltd. Because no independent real estate valuations had been obtained, the Country Motors Ltd directors were unaware that the sale price was considerably less than market prices and that the agreed lease-back rent was very high.

Your Task:

Assume that Frank has breached his duty to act in good faith and in the best interests of the company and his duty to avoid a conflict of interest and that the other directors have breached their duty of care in relation to the sale and leaseback of the showroom site.

What rights does Asset Grow Ltd (AGL) have under the Corporations Act 2001 (Cth) if the company refuses to take action against the directors for breach of duty? How would Asset Grow Ltd (AGL) exercise its rights to remedy the situation?

Give reasons for your answer referring to the Corporations Act 2001 (Cth) and/or cases as relevant to support your arguments.