Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd and Others (15854/2013)
Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd and Others (15854/2013) [2014] ZAWCHC 95; 2014 (5) SA 179 (WCC) (19 June 2014)
The court held that the board of GHS lawfully exercised its discretion under the MOI to refuse the transfer of shares from VC to MC. The directors acted bona fide, for a proper purpose, and with a rational basis, believing that MC's increased shareholding would be contrary to the company's best interests due to MC's competing business strategy and potential influence. The MOI clause allowing refusal without reasons is valid and consistent with South African company law and Commonwealth practice. Section 163 of the Companies Act does not provide relief where directors have complied with their…
Source excerpt
- Share Transfer Restrictions
- Fiduciary Duties Of Directors
- Unfair Prejudice Remedy
- Memorandum Of Incorporation
- Section 163 Companies Act