Legal problem question (this exercise is modified from problem in Woodward,Bird & Sievers, Corporations Law in Principle, 6th ed'n, p.272)Morris, John and Paul are directors and shareholders of Newry PropertyDevelopments Pty Ltd ("Newry"). John and Paul are also the only two generalpartners in an accounting firm. The total issued shares in Newry consist of6000 ordinary shares, with each shareholder holding 2000 shares. All sharesare fully paid. Newry has been very successful in the last two years but has notpaid any dividends to its members in that time. The shareholders agreed at anAGM to put profits towards further property development projects instead.Morris is a single parent of three young children, as his wife recently died. Heapproaches John and Paul to ask if Newry will begin paying dividends againto its members, as this will help his financial situation. John and Paul refuse todeclare dividends, as they claim it will not benefit the "long term goals ofNewry". Morris is displeased and wants to sell his shares. John and Paulrefuse to buy him out and also threaten to not register any transfer to a thirdparty. Morris reluctantly resigns as a director. Morris then asks to see Newry'smost recent financial statements, but John and Paul refuse to provide theinformation. Morris discovers by chance that John and Paul's accounting firmhas been receiving large "management fees" from Newry.

(a): Advise Morris of his possible remedies. What kind of legal action (if any)would you recommend Morris to bring and why?

(b): Could ASIC prosecute John, Paul or Morris for breaching their statutorydirectors' duties? If so, who would be prosecuted, which duties have theybreached, and will it be a civil penalty or criminal prosecution