Jennings Software Solutions, whose main business consists of developing software solutions. It has Articles of Association that are in the form of Table A. The board of directors includes Jack, Ann, and Shawn. At a recent board meeting, the directors considered an offer from Rax Relators to sell land adjoining their offices for JMD 750,000. The board of Jennings Software Solutions decided that the company should not accept the offer as it doubted whether it could raise the finance needed to buy the land. Shawn then formed her own company, Daisy Ltd, which purchased the land for JMD750,000. At the same meeting, the directors discussed a proposed contract with Jio Ltd, which is being considered to survey a plot of land recently purchased by Jennings Software Solutions. Jack owns 10% of the shares in Jio Ltd, but did not reveal his interest at the board meeting. Ann has an arrangement with Howdy Ltd whereby he receives a 10% commission for all orders placed with it by Jennifer Software Solutions. Six months ago, Jennifer Software Solutions purchased some Computer equipment from Howdy Ltd for JMD100,000, for which Ann was paid JMD 50,000 commission. The shareholders of Jennifer Software Solutions have discovered these facts, and they have passed an ordinary resolution directing the board of directors to commence legal proceedings against Ann, Shawn and Jack.

Discuss the legal issues arising out of the facts above.