LAW580

TUTORIAL – SHARES

PLEASE DISCUSS THE QUESTIONS BELOW

1. What is the type of shares? Why there are several classes of shares under the
Companies Act 2016?
(5 marks)
2. Make a short brief case note the following cases:
a. Variation of class rights: Re Northern Engineering Industries Plc [1994] 2
BCLC 704
b. Variation of class rights: White v White Bristol Aeroplane Co [1951] Ch 65
c. Variation of class rights: Greenhalgh v Ardene Cinemas Ltd [1946] 1 All ER
512
d. Discretion to register the transfer of shares: Mohan v Sepang Omnibus Co
Ltd [1964] MLJ 122
e. Discretion to register the transfer of shares: Lim Ow Goik v Sungei Merah
Bus Ltd [1969] 2 MLJ 101
(50 marks)
3. Ali holds 4% of preference shares in ABC Sdn Bhd. The company’s constitution
provides his rights as follows:
a. “Subject to the Act, any preference shares may, with the sanction of an
ordinary resolution, be issued on the terms that they are, or at the option of
the Company are liable, to be redeemed in accordance with this Constitution
and the Company shall not issue preference shares ranking in priority above
preference shares already issued, but may issue preference shares ranking
equally therewith.”
However, the directors of the company immediately amended the above constitution
into the following:
aa. “Subject to the Act, any preference shares may, with the sanction of an
ordinary resolution, be issued on the terms that they are, or at the option of
the Company are liable, to be redeemed in accordance with this Constitution
and the Company shall issue preference shares ranking in priority above
preference shares already issued, without the approval by the preference
shareholders.”
As a preference shareholder, he has never been issued with any notice about the
amendment and he only realised this when he was told by one of the directors
recently.
Advise Ali. (10 marks)

4. Directors has absolute discretion to register or refuse the application to transfer of

shares in a company. Based on decided cases and the Companies Act 2016, discuss
this statement.
(10 marks)
END OF QUESTION