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Competition Act, 1998 (Act No. 89 of 1998)

Notices

Guidelines on Minority Shareholder Protections

2. Definitions

 

The following terms are applicable to these Guidelines –

 

2.1. “Acquiring Firm” means a firm—
(a) that, as a result of a transaction in any circumstances set out in section 12 of the Act, would directly or indirectly acquire, or establish direct or indirect control over, the whole or part of the business of another firm;
(b) that has direct or indirect control over the whole or part of the business of a firm contemplated in paragraph (a); or
(c) the whole or part of whose business is directly or indirectly controlled by a firm contemplated in paragraph (a) or (b).

 

2.2. “Act” means the Competition Act No. 89 of 1998, as amended;

 

2.3. “CAC” means Competition Appeal Court established in terms of section 36 of the 1998 Act;

 

2.4. “Commission” means the Competition Commission of South Africa established in terms of section 19 of the 1998 Act;

 

2.5. “Company” has the same meaning as defined in section 1 of the Companies Act No. 71 of 2008, as amended;

 

2.6. “Competition Authorities” refers collectively to the Commission, the Tribunal and the CAC, as the case may be;

 

2.7. “Failure to notify” means the failure to notify a notifiable transaction as contemplated in section 13A of the Act;

 

2.8. “Firm” includes a person (juristic or natural), partnership or a trust;

 

2.9. “Guidelines” means these guidelines which have been prepared and issued in terms of section 79(1) of the Act;

 

2.10. “Merger” means a merger as defined in section 12(1) of the Act and includes a proposed merger;

 

2.11. “Minority Shareholder Protection” means rights conferred on minority shareholders to protect their interest as investors in a firm;

 

2.12. “Target Firm” means a firm—
(a) the whole or part of whose business would be directly or indirectly controlled by an acquiring firm as a result of a transaction in any circumstances set out in section 12 of the Act;
(b) that, as a result of a transaction in any circumstances set out in section 12 of the Act, would directly or indirectly transfer direct or indirect control of the whole or part of, its business to an acquiring firm; or c) the whole or part of whose business is directly or indirectly controlled by a firm contemplated in paragraph (a) or (b) above; and

 

2.13. “Tribunal” means the Competition Tribunal of South Africa established in terms of section 26 of the Competition Act, No. 89 of 1998.