Lazar Consulting Pty Ltd (Lazar) is a highly reputed IT services, consulting and business solutions company that is incorporated under the Corporations Act 2001 (Cth) in NSW. Alex, Benny, Charlie, Dora and Amy are all directors of Lazar. They are also the only shareholders of the company. Alex holds 40%, Benny holds 30% and Charlie, Dora and Amy hold the balance of 30% in equal proportion. In June 2020, Alex proposed that Lazar should enter into an agreement with Sardinia Bank, a leading commercial bank in Australia, to provide information technology services to the bank. The other directors of Lazar did not agree with Alex because the company already entered into a number of similar kind of agreements with other financial institutions and therefore, could not afford any new agreement. As a result, Alex decided to incorporate his own company, Total Solutions Pty Ltd, to pursue and exploit this business opportunity. The collaboration between Sardinia Bank and Total Solutions was successful and eventually, Total Solutions started to divert a large section of business away from Lazar.

Amy learned of this sequence of events from Dora, and was very angry about it. Dora told Amy that although the other board members were also upset, they were reluctant to pursue any action against Alex because Alex had a significant shareholding in the company and generated quite a bit business for Lazar in the past.

Advise Amy, if she can bring action against Alex on behalf of the company.