Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286

Facts: A resolution subdivided shares, increasing voting power for certain shareholders and removing a right of first refusal, challenged by a minority shareholder.

Issue: Was the resolution valid considering the interests of the company as a whole?

Held: The resolution was valid. The alteration did not amount to a variation of class rights and was for the company's benefit.

Key Judicial Statement: Lord Evershed MR noted, “The phrase ‘the company as a whole’ includes the corporators as a general body, considering whether the proposed alteration benefits the shareholders collectively.”

💡 Leveluplaw: The interests of the company and its shareholders collectively must be considered, but alterations that do not unfairly discriminate are valid.