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Graham N.O and Others v Sailing Puppy (Pty) Ltd and Another (037099/2024) [2025] ZAGPPHC 558 (20 May 2025)
The High Court ordered Sailing Puppy (Pty) Ltd to convene a shareholders’ meeting after finding the Trust was the sole shareholder and the director’s refusal unjustified.
As Van Dyk Familie Trust (Pty) Ltd and Others v Kemp and Another (025143/2022) [2025] ZAGPPHC 239 (7 March 2025)
The court found that the applicants, as shareholders holding at least 10% of the voting rights, had complied with the statutory requirements of section 61(3) of the Companies Act by delivering a valid written demand for a shareholders meeting. The first respondent, as sole director, was legally obliged to convene such a meeting. The respondents' opposition, including arguments about non-joinder and alleged sale of shares, was rejected as either irrelevant or unsupported by evidence. The court held that notification of other shareholders would occur as part of the order and that their rights w…
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Besso Investments (Pty) Ltd and Others v Capeco Development (Pty) Ltd and Others (3812/2024) [2024] ZAECQBHC 74; [2025] 1 All SA 622 (ECP) (28 November 2024)
The court found that the applicants, as shareholders, were entitled to demand a shareholders' meeting for the purpose of considering the removal of directors under section 61(3) of the Companies Act. The memorandum of incorporation did not empower shareholders to call the meeting themselves; only the board could do so. The respondents' insistence on receiving detailed reasons or grounds for their removal was rejected, as the Act does not require shareholders to provide such reasons when seeking to remove directors. The court distinguished Timcke, holding that the correct position is reflected…
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Mkhwanazi and Another v Manvin Resources (Pty) Ltd and Others (2024-086554) [2024] ZAGPPHC 820 (19 August 2024)
The High Court held that a shareholders’ meeting convened outside section 61 of the Companies Act was unlawful, and set aside its resolutions with punitive costs.
Babtista N.O and Others v Quickstep 684 (Pty) Ltd and Others (38204/2022) [2024] ZAGPPHC 410 (2 May 2024)
The court found that the shareholders' meeting of 24 May 2022 was not properly convened in terms of the Companies Act and the Memorandum of Incorporation. The notice for the meeting was delivered one day short of the required period, and there was no waiver or ratification by all shareholders as required by section 62(2A) of the Act. The respondents' reliance on Millar v Natmed Defence (Pty) Ltd was rejected, with the court preferring the principle in Van Zyl v Nuco Chrome Bophuthatswana (Pty) Ltd and Others that improper notice renders the meeting and its resolutions invalid. Furthermore, th…
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Butler and Others v Van Zyl and Others (554/13) [2014] ZASCA 81 (30 May 2014)
The Supreme Court of Appeal held that the interdict granted by the North West High Court was intended to protect Rosenberg's prima facie beneficial interest in Nuco's shareholding and was not aimed at preventing shareholders from voting on matters unrelated to Rosenberg's claims, such as the removal of a director. A literal interpretation of the interdict would have rendered the company unable to function, which could not have been the intention of the court. The majority shareholders were therefore entitled to requisition a shareholders meeting for the removal of Van Zyl as director. The not…
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