LAW2485 INDIVIDUAL ASSIGNMENT SEMESTER 3, 2022

General Instructions:

1. Due date before 5 pm on 16 November 2022 . Please note that an assignment

submitted later than the deadline will receive a penalty. Please note that an
assignment submitted later than 5 pm will receive a 10% reduction in grade
even if the assignment is 1-2 minutes late. For more information, please see
the instructions on Canvas.

2. On an assignment cover sheet, you must identify your name, a student ID, a
lecturer’s name, and the time of your tutorial (e.g., Tuesday 15.00 class).

3. Electronically submit the assignment through the Turnitin link on Canvas.

4. The assignment must also contain appropriate referencing in the form of

footnotes and a bibliography in conformity with normal scholarly standards. The
bibliography must include all of the material that you have cited.

5. The word limit is 1000+/-10%. The word limit should exclude footnotes and
bibliography.

6. IRAC is required.
 QUESTION

Joy, Doug, Sky, Max, and Guy were directors and shareholders of ABC Pty Ltd. The
company has one class of shares – ordinary shares. Guy from his director position as a
result of a disagreement with Joy, Doug, Sky, and Max. Guy is a minority shareholder.
He was also dismissed from his position as Business Development Executive (BDE)
without a valid reason. He remembers that he was asked and invested in the company,
provided that he was employed as a BDE. All other directors agreed that this agreement
was to be embodied in the company’s constitution.

In response to his resignation, the directors wanted to dilute his shareholding. Joy,
Doug, Sky, and Max called a general meeting of ABC Pty Ltd where they motioned to
insert a new provision in the company’s constitution which gives Joy, Doug, Sky, and
Max the right to compulsory acquire Guy’s shares for their issue price. This was done
by way of a special resolution. They also issued additional shares for their mutual friend
Oscar, who was not a member of ABC Pty Ltd at that time. Guy was not invited to the
general meeting and was not informed about this decision. He is unhappy and wants to
know about his rights as a member. Moreover, Guy claims that the directors did not act
objectively fair on his part because this would have entailed offering the shares to
existing members in proportion to the shares they currently hold. The company’s
constitution also has the provision to reflect the above right.

REQUIRED

Advise Guy about any legal rights he may have against shareholders and the
company by citing relevant Australian law.

Topic 2 is examined. 10 marks

Có thể dung s232 vì oppressive to, unfairly prejudicial to, or unfairly discriminatory
against, a member or members whether in that capacity or in any other capacity.

S254D (S 254D Prop co must offer shares to existing shareholders of that class)

Allegations that a company has acted contrary to its objects may be an element in legal
action against the company’s directors for breach of duty. Failure to comply with the
constitution may also be oppressive (s 232, remedy s 233); or winding up on just &
equal grounds - (s 461(1)(k)
 Phải đưa ra remedies
The legal issue is whether X, the shareholder of Brick Pty Ltd, can successfully sue for
the breach of s 254D and s 140(1)(a) because the directors have purported to issue
shares to their friend, who is not a member of the company?
The second legal issue is whether Harris, a member of the company, can successfully
sue for the breach of the company’s constitution under s 140(1)(a) because he has
been dismissed from the sales manager’s position? The third legal issue is whether
Harris, who is a member of the company, can claim his dismissal is oppression under s
232?