Stella, Marcus, Ioan and Magda are the only directors of

Stella, Marcus, Ioan and Magda are the only directors of President Watches Pty Ltd (President), a company that sells expensive antique watches. Each director holds one share and they are the only shareholders.

The directors have been friends for many years and they had all previously worked for the same employer. They decided to start the watch business after they were all made redundant by their former employer. They thought the watch business was a great idea, as they all had some knowledge about antique watches and starting the business meant they would all effectively be employed.

Although the business is performing well, Stella, Marcus and Magda become frustrated with Ioan because he is always absent from the business due to family issues. At the annual general meeting held in April 2018, a resolution is passed removing Ioan as a director.

In June 2018, a customer comes into the President shop looking to sell a very rare antique watch. Stella, Marcus and Magda are all in the shop at the time. They admire the watch and decided to buy it themselves. After negotiating the price, they purchase it for $100,000 and later sell it at an auction for $1 million. The three directors shared the profit among themselves.

When Ioan discovers that the other directors profited from the sale of the watch he is furious. Sensing Ioan’s anger, at the next shareholder meeting the three directors present a resolution to exonerate the directors from any liability in connection with the watch transaction. The resolution passes three to one — Ioan votes against it.

Advise Ioan about what shareholder remedies are available to him.