South Africa Case Law

MWRK Accountants and Consultants (Pty) Ltd v HLB International (South) Africa (Pty) Ltd and Others (046596/2022)

MWRK Accountants and Consultants (Pty) Ltd v HLB International (South) Africa (Pty) Ltd and Others (046596/2022) [2024] ZAGPPHC 481 (15 May 2024)

Court

North Gauteng High Court, Pretoria

Case number

046596/2022

Judge

Holland-Muter

High Court set aside a property sale concluded contrary to prior court orders and granted relief under section 163 of the Companies Act.

• Oppressive Conduct
• Minority Shareholder Protection
• Section 163 Companies Act
• Setting Aside Sale
• Fiduciary Duty
• Doctrine Of Notice

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22)

Ferentillo Investments (Pty) Ltd and Others v Motomark (Pty) Ltd and Others (058430/22) [2023] ZAGPPHC 1912 (17 November 2023)

Court

North Gauteng High Court, Pretoria

Case number

058430/22

Judge

E van der Schyff

The High Court dismissed a minority shareholders’ oppression claim under section 163 of the Companies Act, finding no unfair prejudice or breach of shareholder rights.

• Minority Shareholder Protection
• Oppression Remedy
• Memorandum Of Incorporation Amendment
• Unfair Prejudice
• Shareholder Loans
• Minority-shareholder-protection

Cape Investment Property 317 CC and Others v Orion Real Estate Limited (7174/2020)

Cape Investment Property 317 CC and Others v Orion Real Estate Limited (7174/2020) [2023] ZAGPJHC 1270 (7 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

7174/2020

Judge

C J Mc Aslin

The applicants established their entitlement to appraisal rights under section 164 of the Companies Act by proving they were dissenting shareholders who voted against the scheme of arrangement and made a timely demand for payment of fair value. The independent expert valuation by Neema Capital, which was undisputed, set the fair value at 50.95 cents per share. The respondent failed to make the required written offer and opposed the application without genuine grounds, warranting a punitive costs order. The court determined interest should run from the effective date of the scheme (2 December…

Source excerpt

• Companies Act Section 164
• Appraisal Rights
• Scheme Of Arrangement
• Minority Shareholder Protection
• Fair Value Determination
• Punitive Costs

Edmunds and Another v Supreme Mouldings Investments (Pty) Ltd and Another (2021/36175)

Edmunds and Another v Supreme Mouldings Investments (Pty) Ltd and Another (2021/36175) [2023] ZAGPJHC 1133 (9 October 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2021/36175

Judge

Gilbert

The court found that the applicants' approach, which focused solely on the negative consequences of the impugned transactions, was unsustainable. It held that both the negative and positive effects, as well as the wider commercial context, must be considered when assessing whether conduct is unfairly prejudicial under section 163(1) of the Companies Act, 2008. The applicants conflated their interests as minority shareholders in Investments with those in Supreme Mouldings, which was not the subject of the case. The court also rejected the argument that the 'just and equitable' requirement appl…

Source excerpt

• Minority Shareholder Protection
• Unfairly Prejudicial Conduct
• Section 163 Companies Act
• Just And Equitable Relief

Edery N.O v Brands 2 Africa Proprietary Limited and Others (2021/58016)

Edery N.O v Brands 2 Africa Proprietary Limited and Others (2021/58016) [2023] ZAGPJHC 85 (3 February 2023)

Court

South Gauteng High Court, Johannesburg

Case number

2021/58016

Judge

B.C. Wanless

The applicant failed to discharge the onus to prove that the conduct of the company or Craig Clemence was unfairly prejudicial, oppressive, or unfairly disregarded her interests as minority shareholder under section 163 of the Companies Act. The alleged agreement for equal voting rights was disputed and not proven, and Craig's actions regarding the appointment and resignation of his wife as director, offers to purchase shares, and provision of financial statements did not amount to unfairly prejudicial conduct. The applicant's dissatisfaction with the value offered for the shares and desire f…

Source excerpt

• Oppressive Conduct
• Minority Shareholder Protection
• Section 163 Companies Act
• Appointment Of Directors
• Majoritarian Control

Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v Platinum Group Metals (RSA) (Pty) Ltd and Others (31329/2018)

Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v Platinum Group Metals (RSA) (Pty) Ltd and Others (31329/2018) [2022] ZAGPJHC 407; 2023 (1) SA 98 (GJ) (14 June 2022)

Court

South Gauteng High Court, Johannesburg

Case number

31329/2018

Judge

Fisher

The High Court held that a challenge to a scheme of arrangement must be brought under section 115 of the Companies Act, and dismissed Africa Wide’s claim.

• Scheme Of Arrangement
• Minority Shareholder Protection
• Companies Act 2008
• Statutory Bar
• Shareholder Agreements
• Scheme-of-arrangement

Capital Appreciation Ltd v First National Nominees (Pty) Ltd and Others (280/2021)

Capital Appreciation Ltd v First National Nominees (Pty) Ltd and Others (280/2021) [2022] ZASCA 85; 2022 (6) SA 67 (SCA) (8 June 2022)

Court

Supreme Court of Appeal

Case number

280/2021

Judges

Ponnan, Plasket, Nicholls, Tsoka, Phatshoane

The Supreme Court of Appeal held that a company repurchasing more than 5% of its shares must comply with sections 114 and 115, triggering dissenting shareholders’ appraisal rights under section 164.

• Companies Act 2008
• Share Repurchase
• Appraisal Rights
• Minority Shareholder Protection
• Share-repurchase
• Appraisal-rights

BNS Nominees (RF) (Proprietary) Limited and Another v Zeder Investments Limited and Another

BNS Nominees (RF) (Proprietary) Limited and Another v Zeder Investments Limited and Another [2021] ZAWCHC 263; 2025 (4) SA 134 (WCC) (3 December 2021)

Court

Western Cape High Court, Cape Town

Case number

5643/2020

Judge

Nel

The court held that section 164 fair value is not automatically market price and appointed an independent appraiser to assist in valuing dissenting shares.

• Companies Act Section 164
• Appraisal Rights
• Share Valuation
• Minority Shareholder Protection
• Appraisal-rights
• Fair-value

First National Nominees (Pty) Limited and Others v Capital Appreciation Limited and Another (19/41679)

First National Nominees (Pty) Limited and Others v Capital Appreciation Limited and Another (19/41679) [2021] ZAGPJHC 17; 2021 (4) SA 516 (GJ) (5 February 2021)

Court

South Gauteng High Court, Johannesburg

Case number

19/41679

Judge

L. Windell

The High Court held that a substantial share buy-back triggered appraisal rights under section 164, and appointed an appraiser to determine fair value.

• Appraisal Rights
• Scheme Of Arrangement
• Share Buy Back
• Minority Shareholder Protection
• Companies Act Interpretation
• Appraisal-rights

Pillay and Another v Hammond and Another (2020/44362)

Pillay and Another v Hammond and Another (2020/44362) [2021] ZAGPJHC 107 (25 January 2021)

Court

South Gauteng High Court, Johannesburg

Case number

2020/44362

Judge

EF Dippenaar

The court found that Mr Pillay failed to disclose material facts in his ex parte application, creating a distorted picture of the parties’ relationship and the nature of his involvement in the company. The application was launched without prior demand or warning to Mr Hammond, violating the audi alteram partem principle and resulting in an oppressive order that brought the company’s business to a standstill. There were material disputes of fact regarding the authorisation of payments and Mr Pillay’s ongoing knowledge of the company’s banking activities. The court concluded that, had all facts…

Source excerpt

• Ex Parte Applications
• Material Non Disclosure
• Minority Shareholder Protection
• Interdictory Relief