Private company had 300 shares, divided equally between A, B and C. Company’s articles provided that where a vote was called on the removal of a director, that director’s shares would have three votes per share (as opposed to the usual one). A and B proposed ordinary resolution to remove C, and claimed it passed 200 shares to 100; C claimed that by virtue of articles, his shares had three votes each when voting on resolution and therefore the resolution was defeated 300 votes to 200. Held:
Majority
· Is nothing unobjectionable about special class rights attaching to shares only on specific occasions.
· Thus it is possible for special class rights to make a director virtually irremovable.
· IN any case, listed companies cannot circumvent s.168 through special rules such as these.
Ø Thus ability to block removal of director via articles restricted to private companies
