Law
In 2000, Ann and Carlos met at university. In 2004 they married. They immediately bought, and began running in partnership, a hotel. In 2010 they incorporated Hotelux Ltd, to take over the business of running the hotel. Ann and Carlos each owned 50 per cent of the companys shares and were the companys only directors. They agreed they would share equally the running of the company.In 2018, the company needed to raise more finance to purchase another hotel. Anns accountant introduced her to Kambili, a venture capitalist who bought a 20 per cent shareholding in Hotelux (leaving Ann and Carlos each owning 40 per cent of the shares). Kambili was appointed a director but has never attended any board meetings. In 2019, it was agreed that Kambilis son, Tayo, could work for Hotelux as a manager of one of its hotels.In 2020, Ann and Carloss marriage broke down. Ann became very depressed and stopped attending board meetings. Carlos persuaded Kambili to join with him in voting for Anns removal as a director, and Carlos continued running the company alone. Under Carloss sole management, the companys fortunes have declined considerably. Carlos recently made a number of14Hoteluxs employees redundant, including Tayo. Kambili complains that this goes against what the shareholders agreed in 2019. Carlos has offered to buy Anns and Kambilis shares from them at a fair market price, to be determined by the companys auditors.Advise Ann, and Kambili, whether each of them could bring successful proceedings under section 994 Companies Act 2006.