Vegan Dairy Ltd, based in Australia, distributes plant-based yoghurt, cheese, cream, and butter to local and international supermarkets. Bazza is the managing director and his wife Edna is the CFO. According to Bazza, the company's board of directors additionally comprises Athena, Aphrodite, and Artemis as non-executive directors. Athena is Bazza and Edna's daughter who recently received the directorship for her sixteenth birthday. Aphrodite was selected by Bazza for the directorial role on his trip to Cyprus, though she has been unable to accept it in writing given her poor command of English. Artemis has a background in vegan food sales but does not participate much in meetings given her low confidence from having previously been a director of at least one failed company. While Bazza makes the company's daily managerial decisions, he relies on his wife, in addition to his mother Jia, for advice and direction.

It eventually transpires that the supplier used by Vegan Dairy Ltd is making a large margin, when comparing what it charges Vegan Dairy Ltd for dairy-alternative products and what it pays manufacturers for them. Bazza organises for his best friend McKenzie, who was previously a long-term appointed director of Vegan Dairy Ltd and still participates in various board meetings given his ongoing interest in the company, to find another supplier. McKenzie locates one and negotiates a remarkably competitive price for the same products. However, unbeknown to Vegan Dairy Ltd, he sets up his own company, Foodie Pty Ltd, which buys the products from the new supplier then on-sells them to Vegan Dairy Ltd at a marked-up price. McKenzie executes this arrangement with the legal assistance of a solicitor named Everage.

McKenzie attempts to hide his dealings with his new company but is sloppy, such that evidence of it is apparent in the financial records he hands to Edna. She tables them at the next board meeting, but no one reads them in any detail given their faith in McKenzie, let alone puts questions to him about the matter. Artemis can sense that something is odd about the new arrangements given her experience in the vegan food industry, but lacks the courage to speak up. She figures that if something were actually wrong, she would be exonerated as it is generally accepted by the board that she is a passive director.

Meanwhile, Edna has a falling out with her brother Dame, who has a shareholding of 20% in Vegan Dairy Ltd. To spite him, she convinces the board that the company is in a tight financial situation and should withhold dividend payments this year and instead use the funds to incentivise the company's management to find ways to increase efficiencies. Dame finds out what has happened and demands that the company hold an EGM. The board does not agree and so Dame organises an EGM himself. He does this by sending individual Facebook messages to all members and notifying them of the place (his local bowling club) and time (9 am in two weeks), though he forgets to state an agenda. At the EGM, he makes a rousing speech about the importance of dividends for a thriving economy, leading to a decision by those with 55% of the voting shares to require that management pay dividends. Dame also convinces the meeting to remove Edna as director.

Vegan Dairy Ltd dismisses the outcome of this meeting and carries on with business as usual. However, because the existence of Foodie Pty Ltd adds an unnecessary layer to the supply chain, Vegan Dairy Ltd starts to lose its competitive edge. The company's costs eventually exceed its income from the supermarkets and it begins to fall behind in its payments. Believing that the company just needs a little boost to get over a difficult period, Edna gets a modest loan from the bank, secured by the company's few assets, and conceals its precarious financial situation from the board over the following months. Concerned about the future of Foodie Pty Ltd and his shareholding in Vegan Dairy Ltd, but also wary of being found out, McKenzie poses subtle questions to the board. The lack of solid answers finally spurs Artemis to investigate the company's affairs and before long she uncovers Edna and McKenzie's deception and reveals it to the board and members.

Not wanting his work in building the company to be in vain and his managerial reputation to be tarnished, Bazza is focused on ways that the company can be resuscitated. On the other hand, to cut his losses short, Dame wants the members to wind up the company and is considering calling another meeting to facilitate this. At the same time, in view of a recent default on the loan, the bank wants to take decisive action.

1. Are there any issues regarding directorial appointment?

2. Have any directors' and officers' duties been breached, and by whom?

3. What remedies might be sought for breach of the duties, and by whom?