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Simon was the Director of Bluestone Pty. Ltd., a building company.

The company had contracted to build a large city building and called for tenders for work proposed for subcontracting. Max, a life time friend of Simon, was the majority shareholder and a director of Max's Plastering Company Pty. Ltd. The company had been going through bad times and urgently needed a big job. Max offered Simon a $5,000 commission if he could arrange for the subcontract to go to his company. Simon was also a shareholder in ABZ Pty. Ltd. which manufactured plaster sheeting and was the sole supplier of this to Max's Plastering Company Pty. Ltd. ABZ Pty. Ltd. followed the habit of paying, in addition to ordinary dividends, a bonus to any shareholder who could demonstrate that he had been successful in procuring substantial sales of its product. When all the tenders for plastering were submitted, Max's Plastering Company was $500 below the next lowest tender. Simon persuaded the board of Bluestone Pty. Ltd. to accept the tender. This it did. Max duly paid Simon the $5,000, and ABZ Pty. Ltd. paid him the sum of $550 as a bonus for stimulating sales. Simon banked these sums and later purchased shares in Pitcher Pty. Ltd., a rival building company of which he became a director. During the course of construction, Bluestone Pty. Ltd. experienced financial difficulties and fell behind the schedule. The building proprietor threatened to repudiate its contract with Bluestone, and tentatively approached Pitcher Pty. Ltd. with a view to having that company complete the project. Simon revealed to the board of Pitcher the various estimates, accounts and schedules of Bluestone Pty. Ltd. Pitcher was thus able to persuade the building proprietor to take advantage of the situation to repudiate its contract by reason of Bluestone's delay and to engage Pitcher. Pitcher made a large profit from the deal and as a gesture of appreciation gave Simon $20,000 and a free trip to Paris. None of Simon's dealings were known to the shareholders of Bluestone or its other directors at the time they occurred. What rights, if any, does Bluestone Pty. Ltd. have against Simon?

Howell and Grabb were directors of Eastern Mining N.L., together with three other directors. In 2003, the company decided to close down some old mining areas which had become uneconomic. Howell and Grabb thought that one of these could be exploited successfully with the use of a new mining technique and decided to purchase the mine themselves. Howell and Grabb approached another director, Kurt, seeking his assistance at the next meeting of the board of directors to approve the sale of the mine for $700,000. In fact, Howell and Grabb estimated that the mine was worth about $2 million. At the next board meeting, Kurt recommended that the mine be sold to Aceline Pty. Ltd., a company controlled by Howell and Grabb, for $750,000. The five directors of Eastern Mining N.L. all voted in favour of a resolution that the mine be sold at that price. In addition, it was further resolved that Eastern Mining N.L. lend Aceline Pty. Ltd. $500,000 to assist in the re-development of the mine because of the difficulties in finding an alternative buyer should the sale fall through. Only Howell, Grabb and Kurt knew that Aceline Pty Ltd. was controlled by Howell and Grabb. Soon after, Howell and Grabb resigned from the board of Eastern N.L.. The other directors then learned of the full facts of the sale of the mine to Aceline Pty. Ltd. Advise the board of Eastern N.L. of any steps they may take against Howell, Grabb and Kurt.