You are approached by three clients, Misha, Tanya and Irving, who are partners in an IT business that produces software for appliances and for machinery used in factories. They sell software, both on its own and also ready-loaded onto hardware appliances, so their sales include both software and hardware. The business has become successful, so they have been considering whether they should incorporate, but they don't know much about it.

a) You set up the company for the clients and they go away happy. Each of them is appointed director. Misha and Tanya have 40% of the shares, but Irving only has 20% because he was only a junior partner and made a smaller capital contribution when the partnership was established. Three years later, they make another appointment to see you. The company has become so successful they are thinking of floating on the stock exchange. They seek a BRIEF SUMMARY of the legal requirements for making a large share offer to the public.

b)Misha and Tanya also want your advice on whether they can pass a members' resolution to force Irving to sell his shares to them, and what are the restrictions on that. You should elaborate your advice by referring to at least one case. It is sufficient to address the common law/equity on this. (NO NEED to consider s.232 of the Corporations Act 2001.)