Puppy, Pussy and Mousie are the only directors of Cute Animals Ltd ("Cute Animals").Puppy owns 10 shares, Pussy owns 10 shares and Mousie owns 15 shares - there are no other shareholders. Cute Animals Ltd owns a number of pet stores throughout Australia.The constitution of the company says that each of the directors cannot be removed from their position as director without consenting to such removal.

Puppy and Pussy have a big fight with Mousie because she keeps saying that Cute Animals should open stores in New Zealand, but Puppy and Pussy think this is a bad idea. Indeed, Puppy and Pussy think Cute Animals should use its capital to open more stores in Australia.

Puppy and Pussy really want to remove Mousie from the board because she continues to agitate for the New Zealand expansion plan. At a recent board meeting, Puppy and Pussy propose a resolution to issue more shares of the company to raise capital for the opening of more stores in Australia. Puppy and Pussy know that Mousie recently divorced her husband and doesn't have enough money to buy more shares in the company.

Mousie vigorously and vocally opposes the resolution to issue more shares but is out-voted by Puppy and Pussy. The company proceeds to issue 100 shares to each of Puppy and Pussy for $1,000 each.As Mousie has no money, she cannot participate in the capital raising.

After the shares are issued, Puppy and Pussy call a shareholders' meeting.At the shareholders' meeting, Puppy and Pussy vote in favour of a special resolution to amend the constitution to remove the provision stating that the directors cannot be removed without their consent.Then they pass another ordinary resolution removing Mousie from the board.

A.Did Puppy and Pussy breach any directors duties by issuing the shares? Discuss.

B.Can Mousie maintain a derivative claim for the causes of action you identified in your answer to Part A?

C.Would Mousie be successful in an oppression action based on the facts set out above? If so, what remedy would the court order?