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Marks: 30 Suggested time allocation: 54 Minutes nil and Michael are the directors and shareholders in Property First Pty Lid. They are considering a major

Marks: 30 Suggested time allocation: 54 Minutes nil and Michael are the directors and shareholders in Property First Pty Lid. They are considering a major property development whach will deplete their cash Non The decide to approach an investor They make an offer to Catherne, the offer is to invest $1,000,000 for a 1/3 interest in Property First Pty Lid. Catherine agrees to the investment and becomes an equal shareholder with Anil and Michael (all parties holding 1/3 each). Catherine is appointed as a non execitive director There is a delay in the new project and Property First Pty Lid continues with their existing prajects. Property First Pty Lid's existing projects are running at a loss and the company is using the $1,000,000 invested by Catherine to survive. Catherine becomes concerned with this and looks into the accounts to discover And and Michael have increased their salanes as executive directors (CEO and CFO) and have also declared bonuses to themselves. Anil and Michael tell Calherine there is no issue and once the existing projects are completed there will be a dividend. However the profit is reduced to nil by Bonuses issued to Anil and Michael and no dividend is declared In addition to this Catherine becomes aware of the following: At a directors meeting (no notice provided to Catherine) a resolution was passed to assign a maintenance contract to a new company formed by And and Michael as the sole shareholders Anil and Michael then called a General meeting with shareholders (no notice provided to Catherine) and resolved that Catherine will be removed as diredar of the company At the General Meeting of shareholders, the director's decision to assign the maintenance contract was ratified by the shareholders with a vole of 80% (Catherine not being present). Catherine comes to you with the following questions. (a) Can Catherine bring a personal or derivative action against Anil and Michael, and what should Catherine consider in making this decision? Explain your reasoning in data (15 marks) (b) If Catherine brings a personal action, should Catherine bring it under the general law or make an oppression claim under s232 of the Corporations Act 2001 (Cth) Expl the issues Catherine would need to consider in bringing the action. (15 marks)

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