Cheaters Ltd is an unlisted public company formed in 2000. Cheaters Ltd has a share capital of 10,000 $1 ordinary shares and 5,000 $2 preference shares. Under the company's constitution, preference shareholders have the right to be repaid capital ahead of ordinary shareholders if the company is wound up, and to exercise one vote per share on all matters affecting preference shares.

Tom and Dave hold all of the company's ordinary shares and 75% of the preference shares. Bill owns the remaining 25% of the preference shares. Tom and Dave have proposed a resolution amending the constitution to remove the preference shareholders' right to be repaid capital ahead of the ordinary shareholders if Cheaters Ltd is wound up ("the amendment").

Bill objects to the amendment. Your advice to Bill would be:-

a.The amendment cannot be made without Bill's consent because the amendment requires the unanimous support of all preference shareholders

b.The amendment can be made. Tom and Dave hold enough votes to pass the special resolutions required under the Corporations Act

c.The amendment can be made. Tom and Dave have the voting power to pass a special resolution adopting the amendment according to the Corporations Act

d.The amendment can be made. However, Bill can apply to the Court under the Corporations Act to set the amendment aside because of unfair prejudice