Milo Ltd was incorporated in November 2010 and has issued 5,000 shares, all with a nominal

value of 1 each. The company's two directors, Ceri and Ross, each own 1,000 shares. Theo,

a local businessman, owns 2,000 shares and the remaining 1,000 shares are owned by a

number of local investors.

Since it was incorporated, the company has run at a loss and has never made a profit. Theo

believes that this is due to Ceri and Ross's poor management of the company. He also believes

that, with new management, the company could be extremely profitable. He therefore starts

buying from the local investors the shares that they hold in Milo Ltd with a view to voting Ceri

and Ross out of office.

Ceri and Ross discover Theo's plan. Accordingly, they cause the company to issue 3,000 new

shares and offer to sell them to their friend, Gabrielle. However, Gabrielle cannot afford to

buy these shares, but she does offer to sell her car to Milo Ltd as part-payment for the shares.

The car is only worth 1,500 but Ceri and Ross accept the car as part-payment providing that

Gabrielle uses the voting rights attached to her shares to defeat any resolution that aims to

remove Ceri and Ross from office. The remaining payment comes in the form of 500, which

Gabrielle loans from Milo Ltd.

Theo, realising that his scheme to oust Ceri and Ross has failed wishes to sell his shares, but

he cannot find a buyer. Ceri tells Theo the Milo Ltd will purchase the shares. By now, Theo

has 2,500 shares and he agrees to sell them to Milo Ltd. The company purchases the shares

and they are duly cancelled. Having rid themselves of the troublesome Theo, Ceri and Ross

recommend that a dividend be paid at a rate of 10 pence per share. Gabrielle agrees and

between them, the dividend is declared and paid out.

Discuss the validity of Ceri and Ross's actions using the Issue, Rule, Application and Conclusion method