business organisation and private company LAW

2 questions 1000 words for EACH

Note: Please be careful to answer the question, this is 100% of my module. The focus of the module is on PRIVATE COMPANY LAW. If there is any question, please do not hesitate to ask me. Thank you

1.
Wizco Ltd has eighty-two shareholders. Each shareholder holds one share. Twelve of the shareholders are directors of the company. The Articles of Association adopt the Model Articles 2008 subject to additions and amendments that include the following articles:
Art. 20: “ In the event of a resolution being proposed at any general meeting for the removal from office of any director, any shares held by that director shall in respect of such resolution carry the right to eighty-four votes per share”;
Art. 43: “The company may at any time give notice to a member, not being a director or senior manager of the company, who the directors consider to be engaged in business in competition to that of the company, to transfer their share to a person who is a director or senior manager”;
Art. 54: “All disputes between the members and the company must be dealt with exclusively by arbitration”; and
Art. 60: “That in consideration for the sale of his property to the company, John Smith would become a member and be appointed as a director of the company for a minimum of five years and have the right to veto any decision taken by the board”.
The members wish to remove Anthony from the board of directors. The board has given notice to Barry to transfer his share to Charles and they propose to alter the article to delete the words “who the directors consider to be engaged in business in competition to that of the company”. Barry wishes to take legal action under s.994 Companies Act 2006 in relation to both matters and John also wishes to take legal action because he has been removed from the office of director before the expiration of the minimum period and, prior to that, his veto has been disregarded on three occasions by the board.
Advise the members on the removal of Anthony; Barry on the receipt of notice to transfer his shares and whether the arbitration clause prevents his going to the court; Charles who opposed the alteration of the Articles and John on his removal as a director and the disregard of his veto rights prior to that.

2.
Apart from a company’s Articles of Association, critically analyse the additional protections for shareholders provided by the Companies Act, the common law and the use of a Shareholders’ Agreement.