Michael, Randy and Jermaine are directors of a private company, XCovid Ltd. (XCL), engaged in the manufacture and distribution of vaccines. Michael is an expert in the manufacture of vaccines. Janet is the majority shareholder. In March 2020, Randy, who has not been officially appointed as Managing Director, unbeknown to the board, enters into a contract with Medicinal Supplies Ltd. (MSL), on the advice of Janet, to provide them with vaccines at a cost well below the market value. Janet is also the majority shareholder in MSL. In July 2020, another pharmaceutical company, Vanguish Varients Ltd. (VVL) approaches XCL to enter into a joint venture to manufacture a stronger version of XCL's vaccine. While the board of XCL is contemplating whether to enter into the joint venture with VVL, Michael considers that he may be able to make more money by forming his own company to take advantage of the opportunity presented by VVL. Michael hastily resigns from the board of XCL, and forms his own company, Pharmaceuticals Ltd. (PL), which then enters into a joint venture contract with VVL. Discuss