Tim, I'm not sure the 75% is correct (but, like you I am not a solicitor).
An ordinary meeting has been called (so it is not a special resolution).
This is what I have sourced for a legal firm - quote:
How to Pass a ResolutionOnce you have issued this notice of intention, you must pass the resolution at a company meeting. The meeting must satisfy your company’s requirements, which will likely require
roperly convening the meeting with enough notice for shareholders, typically 21 days; and satisfying the meeting attendance quorum.You must pass the resolution by an ordinary majority, which requires that more than 50% of the shareholders of the company support the proposition to appoint or remove the director.Therefore, a shareholder or shareholders who hold 51% or more of voting power can pass the resolution to remove another director, even if that other director does not want the board to remove them. In situations where there is a 50%/50% shareholders split, you should follow the dispute resolution procedure set out in the agreement to resolve the argument.
So, I strongly suspect that 51% will carry the day which is a bit of a worry.
.
But I also dug up the following which means MZ and Li Huang Cheng will have to be very careful going forward. - quote:
Do controlling shareholders owe duties to the company or to non-controlling shareholders? If so, can an enforcement action be brought against controlling shareholders for breach of these duties?
Shareholders, even major shareholders, are not fiduciaries owing duties to the company. However, in certain circumstances the actions of a company, which can extend to the actions of major shareholders, may be found to be oppressive, unfairly prejudicial or unfairly discriminatory to members, or contrary to the interests of the members as a whole. In these circumstances, Part 2F.1 of the Corporations Act allows the court to make remedial orders.
In certain circumstances, a major shareholder may be entitled to nominate a director to sit on the company’s board. As a director, the nominee will owe fiduciary duties to the company to act in the company’s best interest. A nominee director is not permitted to disregard the interests of the company; however, there may be instances where a nominee director is able to act in the best interest of the company and additionally in the interest of the nominating shareholder.
Final comment: Unless we little guys stump up and vote, MZ will get the numbers by apathy. What a shame.
