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

Notices

Guidelines on Minority Shareholder Protections

Annexures

Annexure A - Minority Shareholder Protections which typically do not confer control

 

ANNEXURE A - MINORITY SHAREHOLDER PROTECTIONS WHICH TYPICALLY DO NOT CONFER CONTROL

 

1. The right to approve or decline the acquisition or disposal of any asset/s, other than in the ordinary course of business, whether corporeal or incorporeal, tangible or intangible, and specifically including shares, whether in a single transaction or a series of integrated transactions by a firm or any of its subsidiaries.

 

2. The right to approve or decline any decisions relating to any change to the dividend policy of the firm.

 

3. The right to approve or decline the appointment or removal of the auditors of the firm.

 

4. The right to approve or decline the conclusion of any agreement by the firm which provides for the sharing of any profits or revenues of the firm.

 

5. The right to approve or decline the liquidation or winding-up of, or the discontinuance of the business activities of, any group member.

 

6. The right to approve or decline a decision concerning the public listing of the firm.

 

7. The right to approve or decline a decision concerning any change in the basis of accounting used by the firm.

 

8. The right to approve or decline a decision concerning the granting of a loan, guarantee or security, the variation of the terms of any loan, guarantee or security, or the repayment or discharge thereof.

 

9. The right to approve or decline the establishment, acquisition or purchase of any business, share, asset or other investment in a firm other than in the ordinary course of business of the firm.

 

10. The right to approve or decline the acquisition or the repurchase by the firm of any of its shares or other securities.

 

11. The right to approve or decline the entering into of any joint venture, partnership or similar arrangement, or entering into any transaction which is not in the ordinary course of the business of the firm.

 

12. The right to approve the commencement by the firm of business rescue proceedings in accordance with section 129 of the Companies Act, or the taking of any steps in connection therewith, save to the extent that the firm is obliged by the Companies Act to proceed with such steps.

 

13. The right to approve or decline a decision approving and/or declining the de-registration, voluntary liquidation or winding up of the firm.

 

14. The right to approve or decline a decision to institute litigation or settle any claim outside the ordinary course of business of the firm.

 

15. The right to approve or decline a decision concerning the variation, amendment and alteration to the Memorandum of Incorporation of the firm.

 

16. The right to approve or decline the conclusion or amendment of any agreement providing for the disposal or licensing of the intellectual property of the firm or any of its subsidiaries.