Melissa, Joan, Sally and Giovanni own equal shares in Tropical Fruit Juice Pty Ltd. They are also

directors of the company. Melissa, Sally and Giovanni feel that the business is running smoothly

so they start to neglect keeping up to date with the company's financial situation and business.

They lose interest in the business and they just want to collect remuneration as directors. Joan

complains to Melissa, Sally and Giovanni via e-mail and she tells them that they are expected to

attend the business regularly and keep up to date with its financial situation. Joan's relationship

with the other directors broke down beyond repair after several heated exchanges. Melissa, Sally

and Giovanni call a shareholders meeting and they pass a resolution which removes Joan as a

director of the company. They also call a board meeting and increase director remuneration to a

point which leaves the company with no profits. After the meeting Giovanni grinned at Joan and

said: "you see, we can do whatever we want as we are the majority". Joan thinks this is incorrect

and she seeks your advice.

Advise Joan of her prospects of bringing:

a claim for statutory oppression and what remedies she should seek; and

a derivative action on the behalf of the company. You must also explain on what basis

the derivative action will be brought.