Question 2 (10 marks)

The High Court of Australias decision in Gambotto v WCP Ltd (1995) 182 CLR 432 provided a test for determining whether a constitutional alteration may be set aside on the basis of unfairness to the minority.

Explain this test with reference to the facts of the case.

Question 3 (10 marks)

Truck Hire Pty Ltd (Truck) is a company that hires out large machinery. Since January 2020 the company has been in a difficult financial position. The Board of Truck have passed a resolution to sell some of the assets to reduce their debt.

Sally and Tom are two shareholders of Truck, they obtained a valuation report that shows the assets have been sold off at a significant undervalue in breach of s 180 of the Corporations Act 2001 (Cth).

Advise Sally and Tom whether the court will grant them leave to bring a statutory derivative action under ss 236/237 of the Corporations Act 2001 (Cth).