Reference no: EM132208677

Scenario: Mark Gullible is blind and owns 25% of the shares in True Delights Enterprises Ltd., a company incorporated in 2000 for the purpose of creating a chain of restaurants in Mangoville. The other shareholders in the company are Shawn’s sister, Gloria, who owns 10% of the shares, and his brother Roy who owns 65% of the company. Because of Mark’s disability he thought it best that Roy serve as Managing Director, while Gloria would be the other director. The main goal of the company, at inception, was to build and manage a successful restaurant chain to cater to Mangoville’s ever-burgeoning tourist population. In aid of this goal, Mark gave half of his inheritance, in the sum of US$1,000,000.00 to start the business. Roy and Gloria gave no financial contribution to the business’ start-up. The restaurants owned by the company quickly rose to become the most popular and highly rated restaurants in Mangoville. However, despite the restaurants’ popularity, Mark never received any dividends as he was always informed by Roy and Gloria that there were no profits. Mark never received any of the company’s financial statements. In 2016, Mark met Megan, an Accountant, who informed Mark that he must be proud of the success of his company given the performance of the restaurants. This surprised Mark as he believed Roy and Gloria that the restaurants were operating at a loss. Mark then hired an accounting company to undertake some research on his behalf. The firm made several shocking discoveries: (1) From 2004, Roy and Gloria had given themselves monthly director salaries ranging from US$200,000.00 to US$500,000.00 for Roy and for Gloria ranging from US$100,000.00 to US$250,000.00. (2) Each year, Roy collected a bonus of US$2.5M while Gloria received US$1.5M. (3) In 2012, the company gave the land which was bought using the US$1M startup given by Mark and which housed the main restaurant to Roy and Gloria in recognition of their years of service to the company. This decision was apparently approved at a shareholders meeting, of which Mark had no notice. (4) A portion of this land comprising beachfront land was then sold by Roy and Gloria for US$3.5 Mil.

Mark has come to you distraught, angry and perplexed seeking legal advice as to what he can do in the circumstances. Please advise with respect to the statutory and common law position used in Company Law in Trinidad and Tobago.