澳洲公司法Retailer Ltd is a large public company operating many r

澳洲公司法
Retailer Ltd is a large public company operating many retail stores throughout Australia.Members of the board of Retailer include Smith and Jones.Smith is the Chairman of the board and Managing Director of Retailer.Myco Pty Ltd (Myco) is a large private company in which Smith holds 30% of the issued shares.The directors of Myco are Smith’s wife and his brother in law.Myco is one of several Australian companies importing fashionable clothing from Hong Kong.The board of Retailer is considering tenders by these Australian companies for a lucrative contract to supply Retailer with the clothing.Myco is among the two or three most competitive companies considered by Retailer.When the tenders are considered by the Retailer board,Smith remains present to hear board discussion on the different tenders,but leaves the room before the final vote is taken and does not vote.
Most directors of Retailer are already aware from previous occasions that Smith is a shareholder in Myco.They also know that he is not a director of that company.At the Retailer board meeting,Jones (who has known Smith for many years) states:‘A supplier we know and can rely on will always be the best long-term choice for Retailer in these situations’.Although he says this to the board,Jones is privately aware that Myco has had financial difficulties in recent times and needs to secure this contract with Retailer.The remaining directors on the board agree with Jones.They know Smith to be a successful and well-respected businessman and reason that Myco is most likely to supply the clothing without disruption and at reasonable prices.The board therefore awards Myco a three year contract to supply Retailer.
1.Have Smith,Jones and the other directors of Retailer fully discharged their legal duties to Retailer?In your answer you should consider their duties under the Corporations Act and under relevant case law.
2.With what particular legal provisions under the Corporations Act should the board and the directors have complied?and
3.What would be the most appropriate remedy for a shareholder who later discovers that entering the contract with Myco,rather than a competing company,has in fact cost Retailer $10 million over the term of the three year contract?
这我实在不知道要怎么写额,有那位高人能给我指个大概方向或者写的思路哇

1.
Jones/other directors-collateral purpose
Smith- interests conflict
Daniels v AWA Ltd(1995)
Permanent Building Society v Wheeler (1994)
2.
interests conflict,interests disclose
3.
shareholders' mandatory rights,unfair prejudice