Question
Steven, Mike, Donald and Patrick are the only directors of Trumpleton Towers Pty Ltd (Trumpleton), anAustralian company that buys and sells commercial real estate. Each
Steven, Mike, Donald and Patrick are the only directors of Trumpleton Towers Pty Ltd ("Trumpleton"), anAustralian company that buys and sells commercial real estate. Each director holds one share and they are the only shareholders.
The directors have been friends for many years and they had all previously worked for the same employer. They decided to start their own business after they were all made redundant by their former employer. They thought getting into commercial real estate was a great idea as they all had some knowledge about commercial real estate and by starting the business they would all be employed.
Although the business was performing well, Steven, Mike and Patrick became frustrated with Donald, who was always absent from the business due to frequent golf trips. As a result, at the next annual general meeting (AGM) held in April 2019, a resolution was passed removing him as a director. Then, at the nextdirectors' meeting in May 2019, the remaining directors suspended all dividends and increased the remaining directors' remuneration.
In June 2019, a customer came into Trumpleton's office seeking to sell a commercial property in a muchsought after area of town. Steven, Mike and Patrick, who were in the office at the time, quickly realisedthe seller's asking price was below market value and decided to buy it for themselves. Steven, Mike and Patrick purchased the property for $500,000 and later sold it for $5,000,000. The three directors shared the profit equally between themselves.
When Donald discovered that the other directors profited from the sale of the property he was furious.Sensing Donald's anger, at the next shareholder meeting a resolution was presented exonerating thedirectors from any liability in connection with the purchase and subsequent sale of the property. The resolution passed 3 to 1-Donald obviously voting against the resolution.
Donald wants to know what shareholder remedies are available to him.
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