Question One:

Harry, Zayn and Louis decide to form a new company called No Direction Pty Ltd. They decide not to draft a constitution but rather rely on the replaceable rules in the Corporations Act.Advise the three on the following:

a.Louis's father, Simon, visits the company's business every day and directs the employees. Simon also shows up to director's meetings and advises the directors on all matters and even votes on some matters.

b.Zayn says he doesn't want to be appointed as a director. Rather, he suggests that his family company be appointed as a director.

c.Zayn's mother, Mel, provided the company with the majority of its working capital. Mel regularly gives the directors suggestions on how to run the company. The directors feel beholden to Mel and do everything she says.

d.Zayn wants to resign from the company even though he agreed to serve for 6 years.

e.Harry is not sure how much the senior executives of the company should be paid. He suggests that a Remuneration Committee be formed comprising Louis and Zayn to set the salaries of the senior staff. All the directors are in favour of this but are not sure if it is appropriate.

f.Louis wants to appoint his girlfriend, Justina, as a director of the company.

g.Harry wants to remove Louis from the board. How can he do that?

h.Louis read something in the newspaper about companies needing to have a company secretary. Does No Direction Pty Ltd need a company secretary?

i.Harry wants to hold a directors' meeting to pass a resolution that the company should buy a new office building. How can he call a directors meeting and how is a resolution passed? What if only one director shows up to the directors' meeting?

j.What if the resolution is passed but Styles (who holds 80% of the shares) objects to what the directors have done.What can he do?