TIH 0.00% 0.0¢ tillegrah limited

I was just reading an ASX announcement re the legal action taken...

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    I was just reading an ASX announcement re the legal action taken by Keybridge ( a shareholder) against directors of Molopo.
    http://www.asx.com.au/asxpdf/20170918/pdf/43mdsy7ptqs9zf.pdf

    have a read of the action Keybridge is requesting of the court.
    it is really interesting stuff, and I wonder how relevant much of those claims would have in relation to LWP's situation.
    particularly para 3 & 4 below re Graphenera transaction, and maybe others. the payment of LWP funds into VV bank account instead of the J/V bank account, would be a start.

    And note the orders sought from the court is for Molopo itself to take action against its own directors ! that's what I have been saying for a year or more wrt LWP situation.

    *******************************
    COMMENCEMENT OF FURTHER LEGAL PROCEEDINGS AGAINST MOLOPO ENERGY LIMITED AND RONNEN ROSENGART

    Keybridge Capital Limited (ASX:KBC) (Keybridge) refers to its ASX announcement dated 11 September 2017MPO) (Molopo) seeking further information in relation to a number of matters including Molopo‘s recent acquisition of shares in Orient FRC Ltd (the Orient Transaction180(1) and 181(1)(a) of the Corporations Act. 1 advising that it had commenced legal proceedings against Molopo Energy Limited (ASX:2) and the conduct of the current Board in the management and administration of Molopo. Keybridge is concerned that the Directors of Molopo responsible for approving the Orient Transaction are in breach of their fiduciary duties as directors under sections 180(1) and 181(1)(a) of the Corporations Act.

    Keybridge confirms that it has commenced further legal proceedings in the Supreme Court of Western Australia against Molopo and the sole director of Molopo resident in Australia, Ronnen Rosengart.

    These proceedings seek a number of orders against Molopo and Mr Rosengart on the basis of oppression by Molopo of its shareholders, breaches by Molopo of the ASX Listing Rules and breaches by Molopo of the Corporations Act requirement to have two resident Australian directors, including the following:

    (1) An injunction against Molopo expending any further funds in relation to the Orient Transaction;

    (2) An injunction restraining Molopo entering into any transaction that represents a significant change to the nature or scale of its activities without shareholder approval;

    (3) An order that Molopo institute proceedings against the Directors responsible for Molopo entering into the Orient Transaction;

    (4) An order that a Receiver and Manager be appointed by the Court over all of Molopo’s property; and

    (5) An order that Molopo appoint a second Director who resides in Australia to rectify the current breach of section 201A(2) of the Corporations Act.

    The legal actions commenced by Keybridge have been commenced as a consequence of the extraordinary actions and inactions of the current Molopo Board both with respect to the Orient Transaction and their general management of Molopo, with the suspension of Molopo’s shares on ASX continuing and Molopo’s Board continuing to be non-compliant with the ASX Listing Rules.

    After many months of attempting to engage with the Molopo Board, in light of the Orient Transaction, Keybridge has taken urgent steps to protect the interests of all shareholders of Molopo and to preserve the remaining value of Molopo from the inappropriate actions of these Directors.
    Keybridge will inform the market of its progress in this matter and the other proceedings as they arise.


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    the Sec of Corps Act relate to business judgement rules by directors:

    CORPORATIONS ACT 2001 - SECT 180 Care and diligence--civil obligation only mce-anchor
    Care and diligence--directors and other officers
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    (1) A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:
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    (a) were a director or officer of a corporation in the corporation's circumstances; and
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    (b) occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.
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    Note: This subsection is a civil penalty provision (see section 1317E).
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    Business judgment rule
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    (2) A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they:
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    (a) make the judgment in good faith for a proper purpose; and
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    (b) do not have a material personal interest in the subject matter of the judgment; and
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    (c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and
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    (d) rationally believe that the judgment is in the best interests of the corporation.
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    The director's or officer's belief that the judgment is in the best interests of the corporation is a rational one unless the belief is one that no reasonable person in their position would hold.
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    Note: This subsection only operates in relation to duties under this section and their equivalent duties at common law or in equity (including the duty of care that arises under the common law principles governing liability for negligence)--it does not operate in relation to duties under any other provision of this Act or under any other laws.
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    (3) In this section:
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    "business judgment " means any decision to take or not take action in respect of a matter relevant to the business operations of the corporation.
 
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