Critically discuss, as a matter of law and policy, any two of the following issues.

1) Explain the difference between voting by 'a show of hands' and on 'a poll'? Why does the Corporations Act 2001 (Cth) provide this choice and when can each type of voting be used? 2) Oppressive conduct relates to the power of controlling members and/or directors versus the vulnerability of minority members, Is this true? Explain with reference to the Corporations Act 2001 (Cth)? 3) What are the defences for insolvent trading and are they board enough? 4)What is a 'quorum', why is it needed, how is it determined and what is its time limits. 5) What is 'corporate governance'? Is it relevant, specially to public companies, in Australian Corporations' Law?