Reference no: EM132474132

Point 1: David inherited 15% of the ordinary shares (issue price $1.00 per share) in a small family company called Randle Pty Ltd ("Randle"). Randle was formed in 2001, only has one type of shares and does not have a constitution. Randle has three directors. Randle makes golf clubs. Randle has significant assets, it is profitable, and has always been managed very conservatively. While dividends have been paid every year they have been very low.

Point 2: David tries to convince the directors that the assets of the company should be sold, and the proceeds reinvested in higher income earning but riskier activities, for instance investment in other companies such as Handley Ltd ("Handley"), which sells golf bags. David argues that investment in Handley would be beneficial as Randle could purchase golf bags from Handley at a discount and then sell the golf clubs and bag as a package to customers, which he claims will make a good profit. However, David has not approached Handley to ascertain whether in fact Randle could obtain the golf bags at a discount if it invested in Handley.

The following resolutions were proposed at the directors' meeting of Randle:

(1) the sale of Randle assets to fund future investment in higher income / higher risk activities

(2) the purchase of 10% of the shares in Handley,

(3) and the payment of a fixed 10% dividend to the shareholders. All three resolutions failed at the directors meeting. David is disappointed and decides to sell his shares but neither the company, nor the other shareholders wish to purchase his shares.

Advise David as to:

Question (a) Obtaining a remedy based on an action under sections 232 and section 461 of the Corporations Act 2001 (Cth); and

Question (b) Bringing a statutory derivative action on behalf of Randle.

Please use the ILAC method and refer to relevant case law and specific sections and sub-sections of the Corporations Act in your answer.