Question
Banana Pty Ltd (Banana) is a company which operates a family entertainment and recreation centre at Glenelg.Banana has issued Class A shares and Class B
Banana Pty Ltd ("Banana") is a company which operates a family entertainment and recreation centre at Glenelg.Banana has issued Class A shares and Class B shares.Banana has a constitution which provides for the following:
- Banana can issue multiple classes of shares;
- Class A shares are entitled to two votes per share; and
- Directors can refuse to transfer any Class B shares at their discretion.
However, the constitution does not stipulate any procedure for vary or cancelling rights attached to shares. Nonetheless, the directors of Banana want to alter the rights relating to Class A shares by giving them only one vote per share. Pursuant to section 246B of the Corporations Act (Cth) 2001, in order for these rights to be altered as proposed:
a. Banana needs to pass a special resolution.
b. A special resolution needs to be passed at a meeting of the Class A shareholders.
c. Class A shareholders with at least 75% of the votes in the class need to provide written consent.
d. A, B and C are all required
e. A, and either B or C are required.
f. None of the above are correct. This is because the constitution does not stipulate any procedure for vary or cancelling rights attached to shares in a class of shares, and therefore the alteration of rights attached to Class A is not permitted.
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