law of business organisation

QUESTION 5 (15 marks) Sam, Zara and Tommy are the directors and shareholders of an organic food company, Food Trust Pty Ltd. The company is incorporated in New South Wales with an issued share capital of $100,000. Sam has a shareholding of 15%, Zara holds 25% and Tommy holds the balance of 60%. Sam is a food scientist and is fascinated by innovative food technology. He would like to invest into a research project that was started by some bio-geneticists in Ruritania to develop genetically modified mushrooms that taste like vanilla. Zara and Tommy are great believers in organic farming, and they have strongly opposed the proposal. Zara and Tommy devised a plan to amend the constitution of the company so that they could buy Sam's shareholding in Food Trust and get rid of him. Three months later, a resolution was proposed at a members meeting to change the company's constitution. The proposed resolution to change the constitution was aimed to allow the majority shareholders to compulsorily acquire shares of any shareholder with 20% or less shareholding in the company. The resolution was passed with the support of Zara and Tommy. Sam thinks that this amendment is very unfair Can Sam prevent Zara and Tommy from removing him as a shareholder? Fully explain your answer by referring to relevant case laws and statutory provisions to support your answer. END OF EXAMINATION