When Tony learns what has happened, he is very unhappy and he seeks your advice about his rights under s 140 (breach of the constitution), s 232 - 234 (oppression) and s 461 (winding up). From these, choose and then discuss two ways that Tony could bring legal action against the company with regard to the share issue, and advise whether you think he will be successful.

Tony, Barry, Celine, Dionne and Ella set up a company, FJC Pty Ltd, which is governed by the replaceable rules in the Corporations Act.Ella became its sole director. Each of them owns 20% of the ordinary share capital of the company.

The club is very profitable and Ella now wants to open restaurants where jazz is played, the company needs $1.5million and this should be raised through an issue of shares. Barry refuses to buy any new shares. Dionne and Celine can't afford to buy any extra shares in the company. Ella doesn't want Tony to increase his shareholding in FJC because, Tony has always disapproved of Ella's way of running the company. Ella therefore decides that she will take up some of the new shares herself and the rest is offered to people who she has met in an online music chat room. Tony is not offered any shares. All of the $1.5million is raised.