Minority shareholders appraisal rights in South African commercial law

Minority_ShareholdersIn South African commercial law the Companies Act, Act 71 of 2008 (hereafter “the Act”), provides various remedies for the protection of minority shareholders. This article will focus on one such remedy provided in section 164 of the Act,  being the dissenting shareholder’s appraisal right.

In short section 164 allows a dissenting shareholder to elect to be bought out by the company, in which he holds shares, for the fair value of his shares. The dissenting shareholder will only be able to do so when the majority of the shareholders of the company pass a resolution to:

  1. Amend the company’s Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares or;
  2. Enter into a transaction contemplated in section 112, 113 or 114 (being to dispose of all or the greater part of the assets, proposal for amalgamation or merger or proposal for a scheme of arrangement).

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