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Wang and Erin are the directors and shareholders in A1 Property Pty Ltd

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Wang and Erin are the directors and shareholders in A1 Property Pty Ltd. They are considering a major property development which will deplete their cash flow. They decide to approach an investor. They make an offer to Susan, the offer is to invest $2,000,000 for a 1/3 interest in A1 Property Pty Ltd. Susan agrees to the investment and becomes an equal shareholder with Wang and Erin (all parties holding 1/3 each). Susan is appointed as a non-executive director. There is a delay in the new project and A1 Property Pty Ltd continues with their existing projects. The existing projects are running at a loss and the company is using the $2,000,000 invested by Susan to survive. Susan becomes concerned with this and looks into the accounts to discover Wang and Erin have increased their salaries as executive directors (CEO and CFO) and have also declared bonuses to themselves. Wang and Erin tell Susan there is no issue and once the existing projects are completed there will be a dividend. However the profit is reduced to nil by Bonuses issued to Wang and Erin and no dividend is declared. In addition to this Susan becomes aware of the following: ??At a directors meeting (no notice provided to Susan) a resolution was passed to assign a maintenance contract to a new company formed by Wang and Erin as the sole shareholders. ??Wang and Erin then called a General meeting with shareholders (no notice provided to Susan) and resolved that Susan be removed as director of the company. ??At the General Meeting of shareholders, the director's decision to assign the maintenance contract was ratified by the shareholders with a vote of 60% (Susan not being present). Susan comes to you with the following questions. Can Susan bring a personal or derivative action against Wang and Erin, and what should Susan consider in making this decision? Explain your reasoning in detail b) If Susan brings a personal action, should Susan bring it under the general law or make an oppression claim under s 232 of the Corporations Act 2001 (Cth)? Explain the issues Susan would need to consider in bringing the action.