I believe the test that is emerging is: Whether or not the shareholders bona fide or genuinely believed that the alteration was for the benefit of the company as a whole.
As stated in the test, shareholders need to act bona fide or honestly when voting on a special resolution. They have to vote believing that it is in fact in the best interest of the company as a whole.
Greenhalgh v. Arderne Cinemas Ltd. tells us that when shareholders are considering the company “as a whole” they are not meant to consider the company as a commercial entity. Instead, they are to take a single hypothetical member and ask “whether what is proposed is, in the honest opinion of those who voted in its favour, for that person’s benefit”. This case goes on to state that “shareholders cannot discriminate between the majority shareholders and the minority shareholders, so as to give to the former tan advantage of which the latter were deprived.” If they were to do so they would be liable for impeachment.
I feel like this section is a bit unclear on exactly what should be considered or not considered when shareholders are voting and I feel like it can be considered highly subjectively.
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