S-Mart Ltd owns a number of shopping centres in each capital city of Australia. It has long term plans to expand into larger regional towns in Australia but, at present, the board of directors has decided that, with the impact of COVID and other issues on the supply chain, as well as high land prices, those plans will be left to the future. The company has recently been made aware of the sale of land in a small seaside town on the Yorke Peninsula in South Australia. This land would be the perfect site to develop a new shopping centre. Two of the five directors of S-Mart, Ed and Fred, were particularly interested in this opportunity and tried to convince the other directors that land prices in seaside towns in South Australia were still relatively low when compared to other states but were beginning to rise sharply. They believed the time for the company to expand was now, and that they should consider obtaining funds, buying the land under discussion, and building on the site. However, the other directors had not agreed and after a long discussion the information was put aside with no decision. The following month, Ed and Fred conducted some further investigations into the land which had been offered for sale. Convinced about the investment potential, they formed a new company, E&F Investments Pty Ltd, and purchased the land with the intention of building a shopping centre on the site in the near future. Eighteen months later, just as Ed and Fred were about to start building, they were approached by a mining company. Surveys had revealed that there was a large natural gas deposit under the site. The mining company offered Ed and Fred triple what they paid for the land, which Ed and Fred happily accepted. At the latest S-Mart general meeting, a shareholder raised the issue, and demanded that the board take action against Ed and Fred to recoup the profit they have made for the company. Using legislation and cases, explain to the board the legal basis for any action the board might take and the likelihood of it being successful