1. AMGL beneficially owns 92% of the issued shares in a company called Tech Ltd. The remaining 8% of the shares are held by five individuals, including a Mr Owen who owns 0.5% of the issued shares. Mr Owen is a high profile individual who has at times been critical of the Chinese government's activities in the South China Sea. AMGL is concerned that its ongoing association (through Tech) with Mr Owen may harm its prospects in the new China venture. At a meeting of Tech, a resolution is passed amending the constitution of Tech, to allow any member who was entitled to at least 90% of the issued shares of Tech to acquire compulsorily the shares of any other member at a price of $20.00 per share. Tech shares have recently been valued by an independent expert at $15.78. Mr Owen does not attend this meeting and the majority shareholder (AMGL) does not vote. The resolution is passed unanimously by the four other minority shareholders. Mr Owen is challenging the validity of the amendment. Having regard to the decision in Gambotto, will his challenge succeed?

See [9-220] - [9-280]. The ISSUE in this case is whether, in light of the decision in Gambotto, Mr Owen's challenge to the validity of the constitutional amendment will succeed. As a general RULE, members of a company have a right to vote on matters such as the adoption of, and amendment to, the internal governance rules - see Chapter 7. How is this qualified in Gambotto? Describe the equitable limitation on majority voting power and APPLY that limit to the facts of Mr Owen and Tech Ltd. CONCLUDE your answer.