Question
Toby, Aisha, and Mei Ling were the directors and shareholders of SpiceTrade Ltd Pty (SpiceTrade), a company engaged in the import and distribution of exotic
Toby, Aisha, and Mei Ling were the directors and shareholders of SpiceTrade Ltd Pty (SpiceTrade), a company engaged in the import and distribution of exotic spices. Of the 1000 total shares issued, Toby and Mei Ling each held 400 shares in SpiceTrade, while Aisha held 200 shares. All three actively participated in the company's management.
Last year, Aisha decided to resign from the board of SpiceTrade due to personal commitments and transferred her shares and position as director to her niece, Nisha. Toby and Mei Ling agreed to the share transfer, and it was properly registered.
Shortly after the share transfer, Toby discovered that Nisha's fiancé, Ahmed, was a major shareholder and director in a prominent international food company with plans to expand its operations into the exotic spice market, posing a potential threat to SpiceTrade's market share.
Concerned about the situation, Toby called a general meeting of SpiceTrade, during which a special resolution was passed, adopting the following internal rule:
"If a member or the spouse or child of a member engages in or is a director of a business that, in the opinion of the directors, competes or has the potential to compete with SpiceTrade, the directors may require the member to sell their shares to a person designated by the directors at a fair price determined by an independent expert appointed by the directors."
The resolution was passed by Toby and Mei Ling, the only attendees at the meeting. Nisha was traveling abroad for her honeymoon at the time and did not receive the notice of the meeting until her return. Upon her return, Nisha received a notice demanding her to sell half of her shares to Toby's sister, Leena, and half to Mei Ling's brother, Wei, at a price of $25 per share (as assessed by Farah, the independent expert appointed by Toby and Mei Ling).
Nisha is determined to retain her shares in SpiceTrade and remain as a board member. Advise Nisha on the following points:
A) Did the meeting have the authority to adopt the internal rule described above? What are the relevant considerations?
B) Does Nisha have any grounds to challenge the notice demanding her to sell her shares? Explain .
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