Miro Industrial Holdings Ltd ('Miro') was founded by Jane and Louis Larch in the 1950s. Miro has
Question:
Miro Industrial Holdings Ltd ('Miro') was founded by Jane and Louis Larch in the 1950s. Miro has grown steadily and for the last two years had annual revenue of $50 million. Along with Jane and Louis, Mervyn and Ollie Larch, their eldest sons, are the directors of Miro. Together Jane and Louis hold 51 percent of the shares in Miro. Jane and Louis always vote together, both on the board and in general meetings.
The balance of the shares in Miro are held by other members of the Larch family. Recently, Kylie Larch, a grandchild of Jane and Louis, was given several shares in Miro when she graduated with her BCom. When Kylie looks at how the company is run, she is very concerned.
In particular, she believes that the company is not GAAP-compliant because it only complies with the Tax Administration Order 2008. Furthermore, Kylie discovers that Mervyn and Ollie have been taking secret commissions from Miro's suppliers.
Kylie draws up a plan for making Miro compliant with all relevant laws but the directors say the company is financially healthy without needing to worry about what the government thinks.
Kylie tells Jane and Louis about the secret commissions which she estimates cost Miro $2 million a year. Jane and Louis dismiss Kylie's allegation, saying their eldest sons would never do anything dishonest.
Kylie talks to the other shareholders but they are not interested because Miro pays regular dividends.
(a) From the information given, identify Miro's financial reporting obligations.
(b) Briefly explain the remedy Kylie might seek in order to enforce these financial reporting requirements.
(c) Explain whether a court might allow Kylie to sue Mervyn and Ollie on behalf of and in the name of the company in respect of their secret commissions.
(d) Explain whether Kylie herself has a remedy as a prejudiced shareholder.