Question
Your client is Blossom Bertrude, a director of Meat and Greet Pty Ltd, a company that runs an inner-city eatery specialising in beef, pork and
Your client is Blossom Bertrude, a director of Meat and Greet Pty Ltd, a company that runs an inner-city eatery specialising in beef, pork and chicken dishes. She is also a shareholder with 10% of the issued shares.
Meat and Greet Pty Ltd has been in decline over the last few years, initially affected by the pandemic-induced lockdowns of 2020 and 2021 and, this year, by the rapid rise in the cost of living. It is in arrears with its meat suppliers and the electricity company. One creditor, a commercial laundry that washes the presses the restaurant's table cloths, has sent a letter of demand for its unpaid invoices; this letter has been unanswered for more than 2 months. Due to its enduring liquidity problems, Blossom suspects that the company will default on its next $10,000 monthly repayment to CQU Bank. (CQU Bank is a secured creditor and holds a security over the restaurant's assets, such as its kitchen equipment, chairs, tables and wall art).
Blossom's colleagues on the board of directors, however, want to embark on an aggressive growth strategy. They want to rent two new restaurant premises and refurbish the existing eatery so that it attracts business clientele. To afford this strategy, they want to defer dividend payments to shareholders for the next two years. Blossom is convinced that this is unfair to its investors and, at any rate, the company's retained earnings will not even cover half of the projected costs.
Advise Blossom:
- Whether, in her capacity as a shareholder, she has any rights to liquidate the company before her colleagues drive the company into financial ruin under s 232 or 461 of the Corporations Act 2001 (Cth) (15 marks);
- Whether CQU Bank can take over the company if the company defaults on its next monthly instalment and, if so, what will happen to the company under the Bank's administration (5 marks).
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