Reference no: EM131029660 , Length: 2000 Words

1. At FWPL, the relationship between Mario and Jason is becoming very acrimonious. Mario says to Jason that he should ‘stop making trouble' in the company. Mario is confident that Pia and Nick will always support him in decisions relating to the company and that (because Simon never attends meetings of FWPL) he will always have enough votes to control the general meeting. So Mario tells Jason that if he keeps making trouble he will ask his siblings to approve the transfer of the profitable North American export business to a new company, in which the Galli grandchildren have no financial interest. Could Mario, Pia and Nick pass such a resolution at a general meeting of FWPL?

2. GML owns 92% of the issued shares in Explorer Ltd. The remaining 8% of the shares are held by five individuals, including a Mr Owen who owns 0.5% of the issued shares. Mr Owen is a high profile individual who has at times been critical of the Chinese government's activities in the South China Sea. GML is concerned that its ongoing association (through Explorer) with Mr Owen may harm its relationship with its Chinese customers. At a meeting of Explorer, a resolution is passed amending the constitution of Explorer, to allow any member who was entitled to at least 90% of the issued shares of Explorer to acquire compulsorily, the shares of any other member at a price of $20.00 per share. Explorer shares have recently been valued by an independent expert at $15.78. Mr Owen does not attend this meeting and the majority shareholder (GML) does not vote. The resolution is passed unanimously by the four other minority shareholders. Mr Owen is challenging the validity of the amendment. Having regard to the decision in Gambotto, will his challenge succeed?

3. The directors of Blue Mine Pty Ltd are Mr Chester and Ms Wu. Blue Mine has not held a board meeting for several months. At a recent GML board meeting, it was resolved to reduce production at Blue Mine by 10%. Mr Boon, the managing director of GML, instructed the mine manager at Blue Mine to make the reduction and she did. In these circumstances, could GML itself be considered a director of Blue Mine?

4. Before joining the board of GML in 2007, Frank Foster was an official in a trade union. A recent investigation by Fair Work Australia into the affairs of the union at the time Mr Foster worked there, has resulted in allegations of misuse of union funds. There is a rumour that a number of officials, including Mr Foster, may be charged with criminal offences punishable by more than 12 months imprisonment. XYZ Limited, a shareholder in GML, wants Mr Foster removed from the board of GML immediately. Mr Foster is refusing to resign. Can his fellow directors remove him from office? Can he be removed by GML's members? Discuss.

5. XYZ Limited decides to increase its stake in GML from 6.5% to approximately 16%, and acquires an additional 17.5 million shares in GML on market. XYZ informs the board of GML that it would like a seat on the board for Mr Xu, its majority shareholder. Mr Xu lives in Hong Kong. Can the directors appoint Mr Xu to the board of GML?

6. What procedural requirements must be followed to convene a meeting of the board of GML to appoint Mr Xu?