Kestrel Pty Ltd (Kestrel) is a small family company which operates a business breeding kestrels, eagles, falcons and other large birds of prey. Keenan, Chelsea and Campbell are all siblings and the only directors of Kestrel, and each owns 25 ordinary shares. Clause 15 of the constitution of Kestrel provides that Keenan, Chelsea and Campbell shall be directors of Kestrel at all times.

Late last year Keenan had a dispute with the rest of the family and now Chelsea and Campbell do not want him to have anything to do with the company.

At a recent board meeting, Chelsea and Campbell passed the following resolution (Keenan voted against the resolution):

An extraordinary general meeting is held in February 2023 where a special resolution is passed to remove clause 15 of the Kestrel Pty Ltd constitution. A second resolution is then passed at the meeting to remove Keenan as a director.

After removing Keenan from the board, Chelsea and Campbell attend a board meeting where they suspend dividends indefinitely and increase their directors salary.

After the February 2023 meeting, Chelsea and Campbell realise that they can sell bird droppings to farmers for use as fertiliser, which could make them a lot of money. Chelsea and Campbell register a new company called BirdFert Pty Ltd, in which they are the only shareholders and directors. BirdFert Pty Ltd collects the droppings from Kestrel at no price (using Kestrels employees) and sells the droppings to famers at a massive profit.

Advise Keenan whether he can commence a lawsuit in his name (not on behalf of the company) for the actions that Chelsea and Campbell have undertaken. If he can, what remedies might Keenan be entitled to claim? Your advice must be substantiated based on the relevant provisions of the legislation and case law, where appropriate.