Question 1 Regal Services Ltd. is a company with the following shareholders: Malcolm King 2000 Ordinary shares of 1 each Duncan King 2000 Ordinary shares of 1 each Margo MacDuff 1000 Ordinary shares of 1 each 1000 Ordinary shares of 1 each Calum MacDonald Rory MacDonald 1000 Ordinary shares of 1 each Malcolm King and Duncan King are the directors. The articles are currently in the form of the model articles for private companies, unamended. The accounts for the last financial year have just been published, showing that the company has made a profit. A document has been circulated to the members containing special resolutions in writing, proposing to 1. alter the articles by varying the rights attached to the shares by (i) converting the existing Ordinary shares to A shares carrying no rights to vote or receive a dividend and (ii) creating a new class of B shares of 1 carrying the right to vote and receive dividends 2. grant authority to the directors to issue and allot up to 2000 B shares; and 3. disapply pre-emption rights from any issue of B shares. Margo MacDuff understands that the directors are planning to offer the new B shares to themselves and Calum and Rory MacDonald, but not to her. Advise Margo MacDuff on the following issues. a) Can Margo take any steps to prevent the alteration of the articles and the issue of the new B Ordinary shares in the way planned? b) If not, what other remedies may she have? Question 1 Regal Services Ltd. is a company with the following shareholders: Malcolm King 2000 Ordinary shares of 1 each Duncan King 2000 Ordinary shares of 1 each Margo MacDuff 1000 Ordinary shares of 1 each 1000 Ordinary shares of 1 each Calum MacDonald Rory MacDonald 1000 Ordinary shares of 1 each Malcolm King and Duncan King are the directors. The articles are currently in the form of the model articles for private companies, unamended. The accounts for the last financial year have just been published, showing that the company has made a profit. A document has been circulated to the members containing special resolutions in writing, proposing to 1. alter the articles by varying the rights attached to the shares by (i) converting the existing Ordinary shares to A shares carrying no rights to vote or receive a dividend and (ii) creating a new class of B shares of 1 carrying the right to vote and receive dividends 2. grant authority to the directors to issue and allot up to 2000 B shares; and 3. disapply pre-emption rights from any issue of B shares. Margo MacDuff understands that the directors are planning to offer the new B shares to themselves and Calum and Rory MacDonald, but not to her. Advise Margo MacDuff on the following issues. a) Can Margo take any steps to prevent the alteration of the articles and the issue of the new B Ordinary shares in the way planned? b) If not, what other remedies may she have
