Trader Ltd manufactures car batteries at premises it owns. It has ten (l0) employees who together hold 30% of its issued shares. There are twelve other shareholders. The company has adopted a written constitution that states that the company has one object, only, which is to manufacture car batteries. When the company's Board of Directors realised, recently, that the company has not been operating profitably for some time, it formed the opinion that the company should diversify. Soon after, an opportunity arose to purchase a seafood retailing business. The Board called a meeting of shareholders intending that the meeting should do two things: first, that it should amend the constitution to include another object, namely to carryon the business of selling seafood; and secondly, that it should pass a resolution approving the Board's proposal to borrow funds, on the security of the company's premises, to finance the purchase of the seafood business. All of the employee shareholders attended the meeting, but few of the other shareholders did so. The employee shareholders were opposed to the company's proposed acquisition of the seafood retailing business. As a result, the proposal to alter the constitution was not passed. The meeting also refused to approve the Board's proposal regarding the loan. Moreover, the meeting passed a resolution inStructing the Board not to purchase the seafood retailing business. Copyright Reserved Page 2 C05121 :03/3/4 After the meeting, the Board, still convinced of the wisdom of its proposals, and having consulted privately with some of the shareholders absent from the meeting, proceeded to borrow funds, giving a mortgage over the company's premises as security. The Board also signed a contract for the purchase by the company of the seafood retailing business. Under the terms of the purchase contract, the company is to pay the purchase price to the vendor next week. The employee shareholders are very dissatisfied particularly given the facts that the Board has disregarded their views and has not arranged for any independent appraisal of the viability of the seafood retailing business. They decide to sell their 30% shareholding. But the Board informs them that under the constitution the Board must agree to any transfer of shares and that the Board will only agree if they transfer their shares to the Board at a discounted price. Required: Advise all persons about all of the issues arising from the above information under both the Corporations Act 2001 (Cth) and the relevant general law.