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Kate, Alexander and Vlad are directors of Rubles Pty Ltd. Kate and Alexander are married and they have a son, Walter. Vlad has been a family friend of theirs for 10 years. Rubles Pty Ltd operates a car sales business which trades as Vroom Vroom Cars: Cheap As. Kate owns 50% of the shares in the company, Alexander owns 26% of the shares in the company and Vlad owns 24% of the shares in the company. The business has two full-time employees, Margaret and Jacinta. Both Margaret and Jacinta help with sales and administrative duties. Kate has a background in accounting and bookkeeping so she manages the companys finances. Alexander has been a car salesperson for 20 years and he manages car purchases and sales. Vlad helps with sales and buying cars to sell. Kate, Alexander and Vlad each provided an initial capital contribution of $100,000 each to start the business. Kate and Alexander direct Margaret and Jacinta to use one day per week to cold call a list of phone numbers and ask people whether they are interested in selling their homes. It turns out that Walter is struggling in his job as a real estate agent so Kate and Alexander want to help him out. Vlad complained about this at a board meeting and he was very concerned that the company was paying Margaret and Jacinta to do Walters work for a real estate business. This caused a lot of tension between Kate and Alexander on the one hand, and, Vlad on the other. Kate and Alexander call a general meeting and pass members resolutions which:

(1) force Vlad to sell his shares to the majority shareholders, Kate and Alexander, at a price determined by an independent valuer; and

(2) remove Vlad as a director. Kate and Alexander also pass a board resolution to the effect that Walter be retained as a consultant on real estate matters, and he be paid a salary by the company. Vlad is furious and he threatens to sue Kate and Alexander.

Use your knowledge of Australian company law to advise Vlad:

(a) whether he can successfully challenge any of these decisions in a common law action for fraud on a minority [6 marks]

(b) whether he can successfully challenge any of these decisions in an action for statutory oppression [6 marks]

(c) whether he can successfully challenge any of these decisions through a derivative action [8 marks]

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