Question 2 Yolanda runs a wholefoods caf in Brisbanes South Side through Just Nuts Pty Ltd (JNPL). JNPLs share capital consists of 100 ordinary shares owned 75% by Yolanda and 25% by her older brother, Rex. A retired investment banker, Rex made an important contribution in JNPLs startup phase but is now, more or less, a passive investor. He is a director, but does not closely monitor notices from JNPL and only sometimes provides strategic advice to Yolanda about the running of the business. Yolanda is highly grateful to Rex for his support in the past but would like to see JNPL expand through more external investment. She sees an opportunity in her new and charismatic friend and business coach, Laurie. Laurie convinces Yolanda to convene an extraordinary general meeting (EGM) at which she will use her voting power to have JNPL issue 25 new preference shares to Laurie. Laurie also persuades Yolanda to change the constitution at that meeting to allow Laurie to acquire Rexs shares at reasonable market rates if necessary and for genuine business reasons in the future. The amendment, Laurie argues, is necessary to secure the long term growth trajectory of JNPL. Yolanda goes ahead with the plan without telling Rex. She is afraid of hurting his feelings. She also figures that the new preference shares do not give Laurie a right to vote, only to some priority of payment in dividends. Rex first hears about the plan at a family barbeque about a month after the resolutions are passed at the EGM. Advise Rex on any remedies he might have under Part 2F.2 Corporations Act 2001 (Cth) and via the equitable limit on majority voting power, as well as any other relevant matters.

answer in ILAC format