South Africa Case Law

Moodley v Crazy Plastics Holdings (Pty) Ltd and Another (23/39002)

Moodley v Crazy Plastics Holdings (Pty) Ltd and Another (23/39002) [2024] ZAGPJHC 7 (5 January 2024)

Court

South Gauteng High Court, Johannesburg

Case number

23/39002

Judge

S Yacoob

The applicant, as a minority shareholder, is entitled to access independently reviewed financial statements for the relevant periods under the Companies Act. If audited financial statements exist for prior years, the company must disclose and provide them. If not, the applicant is entitled to have audited statements produced, with the cost to be shared between the applicant and the company. The respondents' conduct in refusing to engage substantively and taking a technical approach is found to be obstructive and unfair. The court orders the production and disclosure of independently reviewed…

Source excerpt

• Shareholder Rights
• Access To Company Information
• Companies Act Section 26
• Minority Protection
• Audited Financial Statements

Ilitha Group Holdings Proprietary Limited v Sunrise Energy Proprietary Limited and Others (19854/2022)

Ilitha Group Holdings Proprietary Limited v Sunrise Energy Proprietary Limited and Others (19854/2022) [2023] ZAWCHC 331 (14 December 2023)

Court

Western Cape High Court, Cape Town

Case number

19854/2022

Judge

Mangcu-Lockwood

Business rescue application dismissed after the court found Sunrise Energy was not financially distressed and that the case was driven by shareholder disagreement.

• Business Rescue
• Financial Distress
• Shareholder Disputes
• Debt Restructuring
• Minority Protection
• Business-rescue

Bryan v Marcelle Props 118 CC and Others (24926/2018)

Bryan v Marcelle Props 118 CC and Others (24926/2018) [2021] ZAGPJHC 369 (13 May 2021)

Court

South Gauteng High Court, Johannesburg

Case number

24926/2018

Judge

Senyatsi ML

The court held that the second respondent’s conduct was unfairly prejudicial and ordered him to exit the close corporation, allowing the applicant to buy his 75% interest.

• Close Corporation Act
• Unfairly Prejudicial Conduct
• Cessation Of Membership
• Valuation Of Member Interest
• Minority Protection
• Close-corporation-act

Reezen Limited v Excellerate Holdings Limited and Others (11899/2018)

Reezen Limited v Excellerate Holdings Limited and Others (11899/2018) [2018] ZAGPJHC 409; 2018 (6) SA 571 (GJ) (22 June 2018)

Court

South Gauteng High Court, Johannesburg

Case number

11899/2018

Judge

P.A. Meyer

The court found that the share sale and subscription agreement constituted a 'series of integrated transactions' under section 41(3) and 41(4) of the Companies Act, as both transactions were entered into on the same day, involved related parties, and concerned the acquisition of shares in Excellerate. The issue of 56,892,489 new shares to BT exceeded the 30% threshold, requiring shareholder approval by special resolution, which was neither sought nor obtained. The contravention of section 41(3) was clear. The court held that the legislative intent of section 41(3) is to protect shareholders f…

Source excerpt

• Companies Act 71 Of 2008
• Shareholder Approval
• Issue Of Shares
• Series Of Integrated Transactions
• Statutory Voidness
• Minority Protection

Cilliers v LA Concorde Holdings Limited and Others (23029/2016)

Cilliers v LA Concorde Holdings Limited and Others (23029/2016) [2018] ZAWCHC 68; 2018 (6) SA 97 (WCC) (14 June 2018)

Court

Western Cape High Court, Cape Town

Case number

23029/2016

Judge

Papier

The court held that Section 164 of the Companies Act, read with Section 115(8), confers appraisal rights on dissenting minority shareholders of a holding company when its subsidiary disposes of all or the greater part of its assets or undertaking, provided the transaction meets the requirements of Section 115(2)(b). The statutory language is clear and unambiguous, and the legislative intent is to protect minority shareholders by granting them the right to exit at fair value. The court rejected the respondents' restrictive interpretation and found that both the disposing entity and the holding…

Source excerpt

• Shareholder Appraisal Rights
• Minority Protection
• Companies Act 71 Of 2008
• Fundamental Transactions
• Statutory Exit Rights

Remgro Limited and Another v Unilever South Africa Holdings (Pty) Limited (8835/2015)

Remgro Limited and Another v Unilever South Africa Holdings (Pty) Limited (8835/2015) [2015] ZAKZPHC 54 (23 November 2015)

Court

Kwazulu-Natal High Court, Pietermaritzburg

Case number

8835/2015

Judge

Olsen

The court dismissed an urgent interdict over a proposed fee increase under a corporate services agreement, finding non-joinder and no basis to stop the meeting.

• Shareholders Agreement
• Deadlock Resolution
• Fiduciary Duties
• Section 165 Companies Act
• Minority Protection
• Non Joinder

Elementone Limited v Modern Media Promotions (Pty) Limited and Others (968/2010)

Elementone Limited v Modern Media Promotions (Pty) Limited and Others (968/2010) [2010] ZAGPJHC 89 (13 October 2010)

Court

South Gauteng High Court, Johannesburg

Case number

968/2010

Judge

N.P. Willis

High Court dispute over a shareholder’s right to sell its Caxton shares and access documents under PAIA, with alternative relief granted subject to existing restrictions and first refusal.

• Promotion Of Access To Information Act
• Shareholder Rights
• Minority Protection
• Right Of First Refusal
• Promotion-of-access-to-information-act
• Shareholder-rights

Bayly and Others v Knowles (174/09)

Bayly and Others v Knowles (174/09) [2010] ZASCA 18; 2010 (4) SA 548 (SCA) ; [2010] 3 All SA 374 (SCA) (18 March 2010)

Court

Supreme Court of Appeal

Case number

174/09

Judges

Harms, Nugent, Heher, Leach, Seriti

The SCA held that a fair offer for a minority shareholder’s shares can defeat an oppression claim under section 252 of the Companies Act, and dismissed the application.

• Shareholder Oppression
• Section 252 Companies Act
• Minority Protection
• Fair Offer
• Company Management
• Just And Equitable Liquidation

Vusani Investments (Pty) Ltd and Immovable Properties (owned by Sanlam Life Insurance Ltd) (123/LM/Dec 05)

Vusani Investments (Pty) Ltd and Immovable Properties (owned by Sanlam Life Insurance Ltd) (123/LM/Dec 05) [2006] ZACT 31 (7 April 2006)

Court

Competition Tribunal

Case number

123/LM/Dec 05

Judges

Y Carrim, M Moerane, L Reyburn

The Competition Tribunal approved a large merger involving Vusani Investments and immovable properties owned by Sanlam-related entities, finding no competition or public interest concerns.

• Large Merger Review
• Change Of Control
• Public Interest
• Market Definition
• Minority Protection
• Bee Ownership

TWK Agriculture Ltd v NCT Forestry Co-operative Ltd and Others (8328/2004, 9765/2004)

TWK Agriculture Ltd v NCT Forestry Co-operative Ltd and Others (8328/2004, 9765/2004) [2006] ZAKZHC 17; 2006 (6) SA 20 (N) (4 April 2006)

Court

High Courts - Kwazulu Natal

Case number

8328/2004, 9765/2004

Judge

Theron

The court held that the common law derivative action forms part of South African law and is available to members of co-operatives in appropriate circumstances. The plaintiff demonstrated that, due to the structure of CTC and the control exercised by the defendants, it would be futile to seek a resolution authorising CTC to institute action. The facts pleaded show that the defendants appropriated opportunities belonging to CTC, and the plaintiff, as a minority member, is entitled to pursue a derivative action to redress the wrong. The court rejected the argument that leave of court is required…

Source excerpt

• Derivative Action
• Fiduciary Duties
• Fraud On Minority
• Corporate Governance
• Co Operatives
• Minority Protection