Q1: Rego Ltd, a listed company, is an importer and retailer of wool in Australia. The directors…

Q1: Rego Ltd, a listed company, is an importer and retailer of wool in Australia. The directors and their associates own 50% of the company’s issued shares. George owns 9 percent of the shares. The remainder of the shares is held by a large group of other shareholders, namely institutional investors.At a board meeting, attended by all the directors, it was decided that Rego Ltd would sell some of the company’s wool factories to Woolko Pty Ltd. Rego’s directors are also directors of Woolko Pty Ltd. Unknown to the shareholders, Rego Ltd was involved in a number of transactions with Woolko Pty Ltd and other companies resulting in a considerable loss to the company (Rego). These transactions were entered into and carried out by its directors without adequate disclosure to the shareholders or independent directors and in breach of their fiduciary duty to avoid a conflict of interest. In relation to these transactions the directors of Rego Ltd had disregarded their duty to act in the best interest of that company and acted in the interest of Woolko Pty Ltd and other persons of interest.REQUIRED:Advise George if he has any legal rights against the directors of Rego Ltd by applying relevant Australian law. Do not discuss breach of directors duties.Q2: BBB Pty Ltd is a company specialising in manufacturing organic food. Mary is a shareholder and works as a sales executive for BBB Pty Ltd. She commenced her employment as a sales executive in December 2010.BBB is a company limited by shares and has the following object clause in its Constitution:“The sales executive for the company shall be Mary for a period of twenty years at a salary of $100,000 to be increased by 5% per annum in each successive year for the term of this employment”. In February 2017, the company decided to dismiss Mary from the position of a sales executive because her position was no longer needed. Mary is very unhappy with this change in the Constitution as she feels that as her rights as a shareholder have been negatively affected by the company.REQUIRED:Advise Mary in relation to her legal rights (if any) against BBB by citing relevant Australian law. (5 marks).

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