Q1.Simpson is managing director of Developers Ltd whose main object is to acquire and develop building sites.Whilst on company business, Simpson discovers a piece of land which will soon adjoin a newly proposed main highway.Realising that the land has potential for the erection of a large factory, Simpson purchases the land on his own behalf and subsequently sells it to an engineering company at a substantial profit.Hawkins, a major shareholder in Developers Ltd learns of these transactions and tells Simpson that he objects to his conduct and intends to raise the matter at the forthcoming annual general meeting.Simpson replies that he is not aware that he has done anything improper, particularly as Developers Ltd was short of finance at the time and it was unlikely that the company could have raised sufficient funds to purchase the land itself.

Discuss whether Simpson has incurred any civil or criminal liability.

Q2.Seven Dwarves Pty Ltd operates nursing homes. Its directors in 2011 were Grumpy and Dopey. The directors decided to sell, without consulting shareholders, a large block of land in Hawthorn to Swinburne University for $1 million. The directors believed that the land was surplus to the requirements of Seven Dwarves Pty Ltd. The directors decided, on the advice of stockbrokers, that it was better to re-invest the money in high-growth banking and finance shares. The $1 million was invested in banking shares that had invested in financial derivatives. By 2014, the shares were worthless. In contrast the land in Hawthorn was worth $3 million. Seven Dwarves Pty Ltd now has new directors, Doc and Happy. What rights does the company have against Grumpy and Dopey?