In 2010, Rob, Bran, and Tyrion, best friends since their university days, registered a company called Games and Drones Pty Ltd - named after their successful tech business called 'Games and Drones'. The company is governed by the ReplaceableRules and, according to ASIC records, Rob, Bran, and Tyrion each own a 1/3 equal share in the company, Tyrion is listed as the company secretary, while Rob and Bran are listed as the company's only two directors.

Despite not always agreeing with each other's choices, Rob and Bran worked very well together as the company's businessdecision-makers, but this ended abruptly in March of 2020 when Rob and Bran were faced with the difficult decision to move their business operations online due to the devastating impact of the Covid19 pandemic. In short, Rob felt they shouldrenew the lease of their business premises for another 5 years, ...while Bran (and Tyrion) believed that they should move thebusiness online temporarily and look for a new retail space when they had a clearer picture of their 'post-covid' financialposition.

Unfortunately, no amount of negotiation could break the decision deadlock between Rob and Bran, and out of desperation, Bran set the following plan in motion: First, Bran organised an emergency directors meeting without notifying Rob. Secondly, Bran purported to pass a resolution (which was registered with ASIC) to appoint Tyrion as the third director of Games and Drones Pty Ltd. Finally, Bran and Tyrion passed a resolution to cancel the lease of their shop and begin trading online effective immediately.

Upon hearing of Bran and Tyrion's actions, Rob became furious and started legal action to have the resolution overturned. Answer the following questions.

Q2: 4 marks

After legal proceedings concluded, Rob no longer trusted Bran and Tyrion as business associates. Furthermore, since Tyrion was the one who came up with the idea to start the business in the first place, he believes it would be best for everyone to go their separate ways.

Discuss with reference to company law, whether Rob has legal grounds to apply for a winding up order.

(Required: In your answer, you must refer to the Corporations Act s 461 and the case of Ebrahimi v Westbourne Galleries Ltd. Also discuss whether ASIC is likely to become involved with this type of dispute. Use the IRAC method to answer Q2.)