Large Lands Pty Ltd (Large Lands) is a property development company. It owns parcels of rural and semi-rural land in Victoria. Joe owns 80% of the shares in Large Lands and controls the composition of its board. Last year, the company made a small trading loss, but it owns a large area of land with a frontage to the Gold Coast, which is valued in the company's balance sheet at $10 million, but which is expected to be worth at least $25 million when it is developed as a golf course resort. Joe needs cash for another project in which he is involved. He wants the board to revalue the land at $25 million and then to distribute the $15 million "excess" to the shareholders in the form of a dividend. Required: Advise the directors of Large Lands:
1. Whether they can comply with Joe's wishes without breaching the Corporations Act 2001 (Cth);
2. What guidelines should they follow in making their decision?
Illustrate your answer by reference to relevant legal principles, cases and, where appropriate, statutory provisions of the Corporations Act 2001 (Cth).
3. What is the corporate veil and under what circumstance is an Australian court likely to lift it?