Covers Workshop Topics 1,2,3 and 4

For the past 15 years Melissa Bell has been the production and distribution manager for Youth Fountain Pty Ltd, a pharmaceutical company specializing in the production and sale of bespoke anti-ageing beauty products.Youth Fountain Pty Ltd does not have a Constitution.

Melissa is very familiar with the large number of Youth Fountain Pty Ltd's wealthy customers due to her long service with the company.As a valued employee Melissa has received each year an annual bonus of 100 shares in Youth Fountain Pty Ltd.

Melissa resigns from her position in March 2020.A condition in her employment contract with Youth Fountain Pty Ltd is that Melissa agreed on leaving her employmentnot to compete against Youth Fountain Pty Ltd within Queensland for 2 years.

In May 2020 a new company, Life's Elixir Pty Ltd was registered with the Australian Securities and Investment Commission (ASIC) to produce and sell a bespoke anti-ageing supplement. Melissa's husband Robert is the sole shareholder and director of Life's Elixir Pty Ltd. Life's Elixir Pty Ltd has been very successful in soliciting supplement orders from Youth Fountain Pty Ltd's customers.

After Melissa's resignation Youth Fountain Pty Ltd re-organized its business structure by moving its product distribution division of its business to its wholly owned subsidiary, Wrinkle Free Fast Pty Ltd.Both Youth Fountain Pty Ltd and Wrinkle Free Fast Pty Ltd share the same directors and management. In retaliation for what is perceived to be Melissa's actions, the remaining shareholders of Youth Fountain Pty Ltd propose a resolution to cancel Melissa's 1500 ordinary shares in Youth Fountain Pty Ltd with no consideration provided, by passing an ordinary resolution at an extraordinary general meeting of Youth Fountain Pty Ltd.

1. Advise Youth Fountain Pty Ltd what remedies if any it can seek to prevent Life's Elixir Pty Ltd from soliciting its customers. (10 marks)

2. Advice Melissa if she can prevent Youth Fountain Pty Ltd from cancelling her shares.

(5 marks)

Please use ILAC method.