In addition, PGL should do as according to The Companies Act 1985, s 459. This act indicates that a shareholder has the right to “petition the court for relief from unfairly prejudicial conduct. “ PGL has every right to go after BFGL in court for breach of duty. (Ferran, 1999). 2 . Another issue with BFGL is the selling of shares by Rebecca, one of the members of the Banks family to Orthodoxia. Orthodoxia is not a company shareholder. Rebecca has entered into negotiations for the sale of her shares. It was found out that this was done without the knowledge of the shareholders of BFGL.
Sanjay, a minor stockholder was outraged at the information and has raised the issue with the. It is so apparent that the company is covering for Rebecca and purposely acting in her favor by dismissing Sanjay’s complaints. As if adding insult to injury, BFGL’s board of directors are proposing the “alteration of the articles of association to permit any member of the company to sell his shares to a non-members without first having to offer them to the existing shareholders provided that the member obtains consent to do so in the form of an ordinary resolution”.
In this case again, the company is guilty of committing prejudicial conduct in favor of the members of the Banks Family. These activities are completely in violation of the company’s articles of association, which state that in the event that a shareholder wishes to sell his or her shares, the shares must first be offered to the company’s existing shareholders to protect the interest of the company as well as that of the other shareholders. The members of the board of directors are in breach of fiduciary duty or trust. The law provides that directors have fiduciary obligations towards the company.
Their loyalty, first and foremost, must be to the company and not towards a single member of a group of members who have earned their favor. The directors owe it to the company to always act in good faith for the greater good of the company and malaysia airlines strategic management. Following another person’s directions without first considering the other plans for the interests of the company. As a legal remedy to this dilemma, Sanjay should file a case in court against Rebecca Banks and the members of the board for acting in breach of their fiduciary duties to the company. (Ferran, 1999)
