South Africa Case Law

Loest v Gendac (Pty) Ltd and Another (17699/2016)

Loest v Gendac (Pty) Ltd and Another (17699/2016) [2017] ZAGPPHC 73; 2017 (4) SA 187 (GP) (3 March 2017)

Court

North Gauteng High Court, Pretoria

Case number

17699/2016

Judge

K La M Manamela

The court held that section 164 of the Companies Act provides a comprehensive mechanism for dissenting shareholders to obtain fair value for their shares, including the ability to approach the court for determination of fair value and for the court to appoint appraisers and order disclosure of necessary information. The applicant failed to establish that the requested information was reasonably required for the exercise of his appraisal rights under PAIA, as the statutory process under section 164 already provides for access to relevant information through the court. The mere existence of a r…

Source excerpt

• Promotion Of Access To Information Act
• Appraisal Rights
• Shareholder Protection
• Fair Value Determination
• Company Records Access

Stand 242 Hendrik Potgieter Road Ruimsig Pty) Ltd v Göbel NO and Others (2011 (5) SA 1 (SCA);

Stand 242 Hendrik Potgieter Road Ruimsig Pty) Ltd v Göbel NO and Others (2011 (5) SA 1 (SCA); [2011] 3 All SA 549 (SCA)) [2011] ZASCA 105; 246/10 (1 June 2011)

Court

Supreme Court of Appeal

Case number

246/10

Judges

Brand, Lewis, Maya, Tshiqi, Petse

Section 228 of the Companies Act 61 of 1973, as amended, unambiguously requires that the disposal of the whole or greater part of a company's assets must be authorized or ratified by a special resolution of shareholders. The purpose of this provision is to protect shareholders from unauthorized disposals by directors. The Turquand rule, which allows third parties to assume compliance with internal company procedures, does not apply to section 228, as its application would defeat the statutory protection afforded to shareholders. Similarly, estoppel cannot be invoked to circumvent statutory re…

Source excerpt

• Companies Act Section 228
• Turquand Rule
• Shareholder Protection
• Special Resolution Requirement
• Estoppel
• Director Authority

Hendricks v Cape Kingdom (Pty) Ltd (14432/2008)

Hendricks v Cape Kingdom (Pty) Ltd (14432/2008) [2008] ZAWCHC 310 (3 December 2008)

Court

Western Cape High Court, Cape Town

Case number

14432/2008

Judge

Allie

The court refused a postponement and granted provisional winding up, finding the request tactical and the company mismanaged, with shareholder and creditor interests at risk.

• Provisional Winding Up
• Just And Equitable Ground
• Mismanagement Of Company
• Postponement Application
• Shareholder Protection
• Provisional-winding-up