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I.<Tab/>Whether directors have breached their duties? Issue Whether Jay, Paul or Bill has breached their duties as directors owed to Goo Pty Ltd and the shareholders. Rules Directors of a company involved in the management of the company have extensive powers to control the activities of the company. They are subject to both general law and statutory law. It is a fundamental principle of corporate governance that the relationship …

…shareholders obtain court approval to launch a statutory derivative action they may carry out their case against the company. However, any amount of damages recovered on behalf of the company is to go to the company rather than the individual shareholder. In addition, the minority shareholders of the Goo Pty Ltd should at least give the company 14 days notice of the intention to apply before making the application but not just discuss it over coffee.