Boran Ltd (Boran) is an unlisted public company. Its share capital consists of 500,000 fully paid ordinary shares issued at a price of $1.00 per share and 250,000 fully paid (non-redeemable) preference shares issued at a price of $2.00 each.
The preference shares carry the following rights:
a right to a fixed cumulative dividend of 10%;
a right to share equally with ordinary shareholders in any distribution of surplus assets (after return of capital) on winding up; and
a right to exercise one vote per share, but only in relation to a proposal for a reduction of capital or a proposal affecting rights attached to the preference shares.
These rights were set out in a special resolution passed by the company before the issue of the preference shares. Tina and Cyril hold between them 80% of the ordinary shares and 78% of the preference shares and control the composition of Boran's board. Mary holds the other 12% of the preference shares and 1,000 ordinary shares. Tina and Cyril think it unfair that preference shareholders are entitled to share surplus assets equally with ordinary shareholders on a winding up, particularly in the light of the high dividend payments the preference shareholders have received over many years.
They have no immediate intention of winding up Boran, but may wish do so within the next few years. Mary strongly objects to any proposals that might affect her rights as a preference shareholder.
Required:
Please provide advice (in detail)
Advise Mary whether she can take any action to prevent either or both of these proposals going ahead.