Chang, David and Cawood have run a business in partnership as a research and development organisation which develops gene therapy for several years but recently decided to incorporate it as a limited company, Geneox Ltd, in order to attract some additional investment in the firm.

The three partners therefore became the directors and shareholders of Geneox Ltd. The company has been very profitable.

Chang, David and Cawood informally agreed when the company was formed that most of the company's profits would be retained in a special fund to finance its expansion.

Article 87 of Geneox Ltd's articles of association provides for any director to multiply their votes by 300 on any ordinary resolution to remove him from the board of directors.

Recently the relationship between Chang and Cawood has broken down. Chang has told Cawood that henceforth he wants the company's profits to be paid out as dividends since he needs a greater income.

The following events occur in quick succession. A resolution is passed by the general meeting removing article 87 from the articles of association. Chang is then removed from the board of directors by David and Cawood. Chang has asked the board for permission to sell his shares and has been refused. Chang wishes to take legal action to get out of the company with the full value of his shares.

Discuss within the context of the articles of association and whether a S.994 petition or S.122(1)(g) petition is suitable. (100 marks)