question

John, Paul and Ringo and George are musicians who operate out of a garage in Melbourne. They initially form a partnership, but then decide to incorporate, and register a company called New Beatles Pty Ltd of which John, Paul and Ringo own 30% each and George owns 10%. The business of the company is to play music, hold concerts and record CDs. All four brothers are also directors. Things go well for a year, but then disputes occur. Ringo comes to you and asks you advice in relation to the following:

Ringo has found out that a meeting of shareholders was held without giving notice to him and that at the meeting an ordinary resolution to change the company logo from a silver guitar to a red trumpet was agreed to by all his brothers. Ringo tells you that he objects to this step.

By another resolution also agreed to by the other three brothers - the actual constitution of New Beatles Pty Ltd was changed so as to insert a provision which limits the companys activities to Australia. Ringo tells you that he objects to this, as he believed the company should start touring overseas.

Ringo also discovered that over the past couple of years Paul has been giving his (Pauls) girlfriend Sarah $ 500 per week from company funds, and that in total the company has suffered a loss of $ 50 000 because of these payments. When Ringo raised this at a board meeting and proposed that the companys lawyers be asked to initiate action against Paul and Sarah to recover the money, the other three directors voted against the proposal.

Finally, Ringo tells you that since he confronted his brothers about Pauls conduct, they have begun holding board meetings without telling him (Ringo).

Advise Ringo as to what remedies he can obtain in relation to the above, citing legal authority. [You should assume, and therefore do not need to prove, that the payments by Paul to Sarah are a breach of the duty to act in the best interests of the company under s 181 of the Corporations Act 2001 (Cth).]