Daniel and Rose are the directors and shareholders in us Engineering Pty Ltd. They are considering a major expansion of their engineering business which will deplete their cash flow. They decide to approach an investor. They make an offer to Lisa, the offer is to invest $1,000,000 for a 1/3 interest in us Engineering Pty Ltd. Lisa agrees to the investment and becomes an equal shareholder with Daniel and Rose (all parties holding 1/3 each). Lisa is appointed as a non-executive director. There is a delay in the expansion and us Engineering Pty Ltd continues with their existing business. The existing business is running at a loss and the company is using the $1,000,000 invested by Lisa to survive. Lisa becomes concerned with this and looks into the accounts to discover Daniel and Rose have increased their salaries as executive directors (CEO and CFO) and have also declared bonuses to themselves. Daniel and Rose tell Lisa there is no issue and once the existing projects are completed there will be a dividend. However the profit is reduced to nil by Bonuses issued to Daniel and Rose and no dividend is declared In addition to this Lisa becomes aware of the following: 

* At a directors meeting (no notice provided to Lisa) a resolution was passed to assign a maintenance contract to a new company formed by Daniel and Rose as the sole shareholders. 

* Daniel and Rose then called a General meeting with shareholders (no notice provided to Lisa) and resolved that Lisa be removed as director of the company. 

* At the General Meeting of shareholders, the director's decision to assign the maintenance contract was ratified by present shareholders (Lisa not being present). Required 

* Can Lisa bring an action, under s 232 of the Corporations Act 2001 (Cth)? 

Explain the issues Lisa would need to consider in bringing the action.
Refer to case law and legislation * Can Lisa bring an action on behalf of the company against Daniel and Rose for breach of director duties. Refer to case law and legislation.