In 2019, Michelle applied for a part-time job with Wurthwills Limited (the Company).

The Company is a public company with its shares listed on the Australian Stock Exchange.

The Company owns and operates some large department stores in Melbourne, Sydney and Brisbane.

At first, Michelle was employed part-time on Mondays and Wednesdays to work in the Companys head-office while she completed her accounting studies. She assisted some of the Companys accountants with a large pay-roll for 17,800 employees throughout Australia.

In 2020, when Michelle completed her accounting degree, she was offered full-time employment in the Companys accounts section where there are 9 other accountants. This team of accountants all report to the Chief Financial Officer.

Michelle loves her work and is extremely clever and popular.

After one year, Michelle decided to buy some shares in the Company because of its successful business operations. On the Australian Stock Exchange the Companys shares were then selling for $1.80 each, so Michelle decided to purchase 1,000 shares for $1,800 through her stock-broker.

At about this time Michelle had also been promoted within the accounts section and was soon supervising some of the younger accountants.

Eventually, in January 2022 she was promoted again to assist the Chief Financial Officer.

In October 2022, the Chief Financial Officer retired and Michelle was further promoted to be the new Chief Financial Officer.

Over the last 6 months Michelle has been invited to attend the monthly meetings of the Board of Directors of the Company. Although she has not been appointed as a director, the Board listens to her and enthusiastically follow her business recommendations and accounting advice.

At one of the Directors meetings Michelle was told confidentially that a large multi-national company in the USA would soon takeover the Company and that the Companys shares would increase in value once the Australian Stock Exchange was formally notified.

With this confidential information, Michelle immediately contacted her stock-broker and purchased another 20,000 shares (at $1.80 per share) for $36,000. Michelle then owned a total of 21,000 shares.

After the take-over was announced to the Stock Exchange in March 2023, the public rushed to buy shares in the Company and the share price skyrocketed to $7.50 per share.

Last week, Michelle sold all her shares for $157,500 (i.e. $7.50 x 21,000) making a profit of $119,700. Michelle now wishes retire and live in London as soon as possible.

With reference to case law, the Corporations Act 2001 and any other relevant legislation:

1. Discuss and explain Michelles duties and obligations to the Company:

(a) as an employee of the Company;

(b) as a shareholder of the Company;

(c) as the Chief Financial Officer;

(d) as an adviser to the Board of Directors.

2. Advise whether Michelle has breached any of her duties and obligations to the Company at any time and, if so, which duties and obligations?

3. Explain what successful court action, if any, might be commenced against Michelle and by whom?