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South Africa Case Law

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Commercial And Corporate [2021] ZAMPMHC 38

Hoogeveld Boerderybelleggings( Pty) Ltd and Others v TWK Agriculture Holdings (Pty) Ltd (A28/2020 ; 3770/2019)

Hoogeveld Boerderybelleggings( Pty) Ltd and Others v TWK Agriculture Holdings (Pty) Ltd (A28/2020 ; 3770/2019) [2021] ZAMPMHC 38 (13 December 2021)

Court
Middelburg High Court, Mpumalanga
Case number
A28/2020
Judges
Langa, Vukeya, Mphahlele

The court adopted a contextual approach to the interpretation of section 164 of the Companies Act, holding that the appraisal remedy is available to shareholders in a company with a single class of shares. The court found no indication in the Act that the legislature intended to limit the remedy to companies with multiple classes of shares. The wording of section 164 and section 37(8) does not exclude companies with a single class of shares, and the purpose of the provision is to protect dissenting shareholders from amendments to the MOI that materially and adversely affect their rights or in…

Source excerpt

  • Companies Act 2008
  • Shareholder Appraisal Rights
  • Exceptions To Pleadings
  • Interpretation Of Statutes
  • Vague And Embarrassing Pleadings
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Commercial And Corporate [2018] ZAWCHC 68

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
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About this LexChat collection

South Africa decisions are organised by court, judge, legal area and indexed issue so a practitioner can move from a proposition to a citable authority with the surrounding context intact.

Source links and collection timestamps are retained alongside the indexed records.