Question
The shareholders of Croc Pty Ltd (Croc) are Dundee (10 shares), Mick (10 shares), Gus (10 shares) and Sue (10 shares).The directors are Dundee and
The shareholders of Croc Pty Ltd ("Croc") are Dundee (10 shares), Mick (10 shares), Gus (10 shares) and Sue (10 shares).The directors are Dundee and Mick.Upon registration, Croc adopted a constitution that replaces all the replaceable rules.
Croc's constitution includes the following clauses:
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10.The maximum number of directors shall be three (3).
11.Directors can remove other directors from office by majority vote except Mick can only be removed by members' resolution approved by 95% of the members voting.
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A)Sue is dissatisfied with the way Dundee and Mick are running the company.She wants to alter clause 10 of the constitution to say that there can be four directors. Can she do ? If so, how?
B)Dundee and Mick are annoyed about Sue's plans regarding the constitution and want to remove her as a shareholder.Could they potentially alter the constitution so as to allow the company to compulsory acquire her shares at a stated price? (explain fully)
C)Gus is concerned that Sue might sell her shares to a competitor. If the competitor owned the shares, Gus is concerned this may adversely impact Croc's business.Gus proposes altering the constitution to provide that shareholders cannot sell their shares to anyone in competition with the company.Would such an alteration be enforceable? (explain fully)
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