Hi everyone.

Jurisdiction of Australia

You can do the answers as simple as you can. I do not need too much explanation.

Please, only short answer and not references, I don't have too much time.

ALL THE BEST

THANKS!

QUESTION 6 Scenario: 15 points Sore Apone Direct Call Led is a well-known mobile application software company in Melbourne, which specializes in cost management mobile applications and holds about 30 per cent of the application software market. Better Options Ltd is a large competitor of Direct Call Lid, with 50 per cent of the market in Melbourne for accounting software applications. Better Options Ltd is interested in acquiring Direct Call Ltd's market share, to create the dominant player in the Melbourne market. Better Options Ltd announces on 1 January 2021 that it has acquired 19 per cent of the shares in Direct Call Ltd and is making a full takeover offer for Direct Call Ltd because in its opinion the current management of Direct Call Lid are not providing value for shareholders'. In the takeover offer, Better Options Ltd proposes to: i. Remove the entire management team of Direct Call Ltd; i. Fully integrate Direct Call Ltd's cost management mobile applications business into Better Options Ltd's business structure, which will result in significant redundancies in Direct Call Lid; and i. Allow Direct Call Ltd's cost management mobile applications business to remain in its current state with a view to a possible sell-off in the future. The directors of Direct Call Ltd, who are also shareholders in Direct Call Ltd, are extremely worried by the proposed takeover as they fear for their positions and the future direction of the company. On 5 January 2021, Direct Call Led announces a new share issue proposal that will only apply to shareholders that were registered on 31 December 2020 or before (which specifically excludes ludes Better Options Lid) The proposal is in the form of a bonus issue that will provide three free shares for each existing share that a member holds. The effect of the issue is that Better Options Ltd's shareholding will be substantially diluted and will make it very difficult to mount a successful takeover. All eligible shareholders will receive a substantial benefit by accepting the free shares. The proposed share issue will cost the company $500 million to implement and is likely to eliminate the company's profit for the previous financial year. Please answer the following four (4) questions: Question Part A: With the aid of relevant case law explain whether the directors of Direct Call Ltd have breached their fiduciary duty to act for a proper purpose. (15 marks) For the toolbar, press ALT+F10 (PC) or ALT+FN+F10 (Mac)