For the past 15 years Melissa Bell has been the production and distribution manager for

Youth Fountain Pty Ltd, a pharmaceutical company specialising 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 employment not 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-organised 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
2. Life's Elixir Pty Ltd from soliciting its customers. (10 Marks)
3. Advise Melissa if she can prevent Youth Fountain Pty Ltd from cancelling
4. her shares. (5 Marks)