MTM Pty Ltd (MTM) is a medium-sized software development company with ten shareholders. The two directors of MTM are Carly and Jay. The shareholders have just discovered that Carly and Jay have secretly started their own separate company that is directly competing in the same market as MTM and taking some of its business opportunities.

It is likely that Carly and Jay have breached their directors' duties, but as directors they naturally do not want the company to take action against themselves.

Advise the shareholders whether they can take action in the company's name against Carly and Jay and what procedures are involved in doing so. [5 marks]