Question
Kate, Tony and Andrew were friends who set up a business buying houses to renovate and sell for a profit. They incorporated the business as
Kate, Tony and Andrew were friends who set up a business buying houses to renovate and sell for a profit. They incorporated the business as Renewal Pty Ltd. Andrew contributed $20,000 as start-up capital and Kate and Tony contributed $10,000 each. They received one share for each dollar they contributed. They also agreed that they should all run the business together, so they were all appointed as directors. The business went well for 6 months. Kate and Andrew worked closely together and they became very close friends. Eventually they moved in to live together and trouble started with the business. Kate and Andrew ignored all Tony's suggestions for the business and there were many arguments between them and Tony. Eventually Kate and Andrew called a general meeting and voted to remove Tony as a director. They gave him 14 days' notice of the meeting. At the same meeting, they voted that Tony must sell all his shares to the existing directors for 50 cents each. (a) Provide an argument for why Tony should be able to challenge the resolution to forfeit his shares on the basis of section 232 of the Corporations Act 2001 (Cth.). (5 marks) (b) Provide an argument for why Tony should be able to challenge the resolution to remove him as a director on the basis of section 232 of the Corporations Act 2001 (Cth.). (5 marks) (c) Provide an argument for why Tony should be able to challenge the resolution to forfeit his shares on grounds that it was an inequitable use of majority voting power (or fraud on a minority). (5 marks) (d) Explain how Tony could challenge all the resolutions on the basis of improper notice of the meeting. (5 marks)
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