Billy, Sonny and Yuki are directors and shareholders of BUSY Ltd which was established in 2015. The
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- Billy, Sonny and Yuki are directors and shareholders of BUSY Ltd which was established in 2015. The constitution of BUSY Ltd relevantly provides that (I) no directors can be moved without their consent, (ii)any shareholder who wishes to sell their shares must first offer them to the other directors and (iii)each director is to receive a salary of $200,000 per year. The company has been successful since 2015 but no dividends were paid as all the profits were invested back into the company. The directors received only their salary. In 2018 Sonny got into a heated argument with Billy and Yuki about the direction the company Was headed. After the argument, Billy and Yuki decided to make all the business decisions in advance, calls board meeting upon short notice, restricts the speaking time available to Sonny and outvote Sonny at all the directors meetings. Sonny resisted at first but then lost interest and stopped attending meetings. Billy and Yuki convene a meeting to remove Sonny as a director at a general meeting and also to insert a clause in the constitution to allow for the distribution of the profits by increasing the directors’ salaries to $300,000 per year.
Question: What course of remedies available to Sonny?
Related Book For
Foundations of Financial Management
ISBN: 978-1259024979
10th Canadian edition
Authors: Stanley Block, Geoffrey Hirt, Bartley Danielsen, Doug Short, Michael Perretta
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