FACULTY OF LAW

DEPARTMENT OF
MERCANTILE LAW

SEMESTER 1
STUDY GUIDE

BUSINESS ENTERPRISES
LAW
(BEL41A0)
(KPR0011)

2025

Ms KIYASHA THAMBI
 BUSINESS ENTERPRISES LAW - STUDY GUIDE 2025

Business Enterprises Law is a course in which the law about business

enterprises such as partnerships, business trusts, close corporations and
companies is examined.

This course provides a comprehensive overview of various business structures

in South Africa, including partnerships, close corporations, and company
groups. It covers the legal principles and characteristics of these structures, the
distinctions between them, and their relevance in South African corporate law.
The course also delves into the origins and sources of partnership law, the legal
nature and liability of partnerships, the distinctive features of close
corporations, and the relationships within company groups, ensuring a
thorough understanding of the corporate legal framework.

Worth noting, the need for corporate law and good governance which has
become increasingly apparent against the backdrop of corruption and
corporate scandals. As such the course also focuses on the role of directors
intended to act in their company's best interest, and the regulation and
governance of companies, with a focus on a few recent corporate scandals.

Two topics, namely company law and close corporations’ law, are primarily
regulated by legislation. Students will therefore be expected to take
cognisance of the relevant statutory provisions and study the prescribed
literature. You are not expected to memorise the statutory provisions word for
word but to study the contents so that you can discuss them lucidly. Juta and
LexisNexis publish the Companies Act 71 of 2008 (the “Companies Act”) as
pocket-size booklets. You can also find the legislation on certain websites.
However, make sure you use a consolidated amended version, i.e., one that
reflects the many amendments made by the Companies Amendment Act 3 of
2011.

LECTURER: SECRETARY:
Ms Kiyasha Thambi Ms Esmirelda Booysen
Office: A Ring 719 Office: A Ring 714
Telephone number: 011 5592145 Telephone number: 011 559
Email address: [email protected] 2837
Email address:
LECTURES: [email protected]
Tuesdays 15:30pm – 17:10pm @ B
LES 100 &
Thursdays 15:30 - 16:20pm @ E LES
100

CONSULTING HOURS:
Tuesdays 1-3pm & Thursdays 1-3pm

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STUDY MATERIAL:
Your prescribed study material for this module comprises the following:
 Study guide and lectures, slides/recordings.
 Davis, and Geach (Editors) Companies and other Business Structures 5th
Edition, Oxford University Press Southern Africa (2021) (hereinafter referred
to as Companies and other Business Structures). Note that the library has a
created an ease of access link to accessing the prescribed textbooks for
students. Please use this link to easily access the textbook Business
Enterprises Law: BEL41A0 and
 Judgments and articles as set out in this study guide. New judgments and
articles may be introduced during the course, so please consult
Blackboard regularly for possible updates.
 Companies Act 71 of 2008
 Companies Second Amendment Bill 2023
 Close Corporations Act 69 of 1984
 In terms of Government Gazette No. 51837 re certain sections of the
Companies Amendment Act No. 16 of 2024 (“Amendment Act”) and the
entirety of the Companies Second Amendment Act No. 17 of 2024 (“Second
Amendment Act”) are now effective. The changes took effect upon the
gazette’s publication on 27 December 2024.

You must use this study guide in conjunction with the textbook. Remember that
the study guide may replace or expand on certain textbook sections or draw
your attention to inaccuracies. Pay attention to the prescribed cases and
articles. They are relatively few compared to some of your other courses;
therefore, each is important.

Modul Modul
Purpose of the module e NQF e NQF
level credits
A student who completes this module will be able to 8 16
examine and resolve basic problems encountered in the
law of partnership, close corporations’ law and business
trust law, and complex problems encountered in the field of
company law and provide written advice in relation to it.

3
Module learning Module assessment criteria
outcomes
The learner will be competent if he or she is able
The learner will be able to: to:
1. contrast various 1.1 differentiate between and compare the legal
business forms and forms and different types of partnership,
recommend the most company, close corporation and business trust
suitable form in a in a practical set of facts
particular application 1.2 compile written guidance and advice on the
choice of an appropriate business form, based
on an evaluation of a client’s legal position

2. analyse and provide 2.1 analyse key elements of the legal structure of
advice on the legal the partnership, company, close corporation
structure of the and business trust in a practical set of facts
partnership, company, 2.2 propose solutions to legal problems relating to
close corporation and the formation, operation and functioning of the
business trust partnership, company, close corporation and
business trust
2.3 evaluate the roles of the key organs and
governance structures in the partnership,
company, close corporation and business trust
2.4 analyse both basic and complex legal aspects
regarding the financing of the partnership,
company, close corporation and business trust
and provide a legal opinion

3. examine and critically 3.1 provide a written analysis of key legal

evaluate the rights and principles regarding the rights and duties of
duties of the different the different role players in the partnership,
role players in the the company, the close corporation and the
partnership, the business trust
company, the close 3.2 assess and resolve both basic and complex
corporation and the legal problems regarding the identification and
business trust enforcement of the rights and duties of the
different role players in the partnership, the
company, the close corporation and the
business trust
3.3 assess both basic and complex legal problems
regarding contractual and other relationships
between the partnership, company, close
corporation and business trust, its internal role
players as well as third parties and propose
solutions

4
ASSESSMENTS:

SEMESTER TEST 1:
Date: 17/03/2025
 This test contributes 40% of the semester mark.
 This is a sit-down test.
 The work covered by the test will be announced.

SEMESTER TEST 2:
Date: 29/04/2025
 This test contributes 40% of the semester mark.
 This is a sit-down test.
 The work covered by the test will be announced.

SICK TESTS:
Details will be confirmed and announced. Please note the rules
and application procedures set out in relevant university and
faculty documents.

ONLINE/CLASS TESTS AND ACTIVTIES:

 In addition to the above sit-down class tests:
 There will be TWO online/class tests/activities, each will
count for 10% of the semester mark (totalling 20%). You are
required to participate and/ submit your attempt for each such
assessment.
 There are no make-up opportunities for these assessments,
so students must ensure they have completed at least ONE such
assessment for each Semester.

EXAMINATION:
Date: TBA
 This is a sit-down examination.
 It remains your responsibility to verify the date and venue on
the official timetable or your student portal.
 PLEASE SEE ANNEXURE A HERETO (DEFERRED APPLICATION
PROCESS)***

1. Calculation of semester mark

1. Semester Test 1: 40%

2. Semester Test 2: 40%
3. Online/Class Tests/ Activities: 20%
Total 100%

3. Admission and performance requirements

 Admission to the exam: 40%.

 Pass mark (average of the semester mark + exam mark):
50%.
 Sub-minimum: A sub-minimum of 40% is required in the
examination.
5
MODULE PROGRAMME 2025:

WEEK DATES WORK COVERED

SEMESTE
R ONE
Week 1 11/02-13/02 STUDY UNIT 1
GENERAL INTRODUCTION
Week 2 18/02-20/02 STUDY UNIT 2
LEGAL PERSONALITY &
COMPANY FORMATION
Week 3 25/02-27/02 STUDY UNIT 3
ORGANS OF A COMPANY &
CORPORATE GOVERNANCE
Week 4 04/03-06/03 STUDY UNIT 4
CORPORATE CAPITAL AND
FINANCE
Week 5 11/03-13/03 STUDY UNIT 5
CORPORATE GOVERNANCE:
DIRECTORS
17/03 SEMESTER TEST DETAILS TBA
ONE
Week 6 18/03 -20/03 STUDY UNIT 5
CORPORATE GOVERNANCE:
DIRECTORS
Week 7 25/03-27/03 STUDY UNIT 6:
GROUP COMPANIES & CASE
STUDY

29/03– RECESS
06/04
SEMESTER TWO
Week 8 8/04-10/04 STUDY UNIT 7:
CLOSE CORPORATIONS
STUDY UNIT 8:
PARTNERSHIP (part self-study)
Week 9 15/04-17/04 STUDY UNIT 9:
COMPANY RECORDS AND
FINANCIAL STATEMENTS
THL CASE
STUDY/ASSIGNMENT
Week 10 22/04-24/04 STUDY UNIT 10:
FUNDAMENTAL
TRANSACTIONS AND TAKE-
OVER REGULATION (Tuesday
In-person)
(Thursday Online)
Week 11 (29/04) SEMESTER TEST TWO DETAILS
TBA
Week 12 6/05-8/05 STUDY UNIT 11:
BUSINESS RESCUE
Week 13 13/05-15/05 STUDY UNIT 12:
REMEDIES AND ENFORCEMENT
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 Week 14 20/05-22/05 REVISION
SEMESTER FINAL ASSESSMENT PERIOD 29/05-20/06
Exam: Three (3) hour paper (details to follow)

SEMESTER ONE
STUDY UNIT 1: GENERAL INTRODUCTION

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Provide an overview of business structures in South Africa (including the
business trust).
 Differentiate between business structures and explain why these
distinctions are important; and
 Explain the underlying principles of South African corporate law under the
current dispensation and why there was a need for the development of
the common law.

PRESCRIBED READING
 Companies and other Business Structures Chapter 1 paras 1.1-1.9 and
Chapter 2 paras 2.1 & 2.5.
 An overview of company law reform in South Africa: From the Guidelines
to the Companies Act 2008 by Tshepo H Mongalo

RECOMMENDED READING

 THE SOUTH AFRICAN COMPANIES ACT AND THE REALISATION OF

CORPORATE HUMAN RIGHTS RESPONSIBILITIES, 2015 VOLUME 18 by M
Gwanyanya http://dx.doi.org/10.4314/pelj.v18i1.

STUDY UNIT 2:
COMPANIES: LEGAL PERSONALITY, TYPES OF COMPANIES & COMPANY
FORMATION

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 The meaning and consequences of legal personality and key features of a
company’s juristic personality,
 Demonstrate your knowledge and understanding of the capacity,
authority and
 representation of a company,
 The incorporation of a company, its effects, and the capacity of a
company, as well as the historical position v the Companies Act 2008, the
doctrine of constructive notice, turquand rule ,
 Discuss the following concepts and their legal consequences: “Notice of
Incorporation”, “Memorandum of Incorporation”, “Lifting the corporate
veil”,
 Describe the process of amending the Memorandum of Incorporation,
 Explain the difference between an “alterable” and “unalterable”
provisions in terms of the Companies Act, relating to the Memorandum of
Incorporation, and
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 Discuss pre-incorporation contracts in terms of the common law and
section 21(1) pre-incorporation contract in terms of the Companies Act
71 of 2008.

PRESCRIBED READING
 Davis et al Chapters 1 para 1.1-1.9, Chapter 2 pp 30- 59, 66 and 71-73
 Section 19(1) and (2) Companies Act 2008
 Section 20(9) of the Companies Act ,2008
 Cassim R Piercing the corporate veil “unconscionable abuse” under the
Companies Act 71 of 2008, De Rebus – SA Attorneys’ Journal August 2012
 Rehana Cassim, ‘Piercing the Veil under Section 20(9) of the Companies
Act 71 of 2008: A New Direction’ (2014) 26 S. Afr. Mercantile L.J. 307.
 Relevant sections including but not limited to Sections 1,7,13, 14, 15, 16,
19, 20, and 218 of the Companies Act 71 of 2008.
 Salomon v Salomon and Co Ltd [1897] AC 22 (HL) (South African
Company Law through the cases p 12-13)
 Dadoo Ltd v Krugersdorp Municipal Council 1920 AD 530 (South African
Company Law through the cases p 14)
 Cape Pacific Ltd v Lubner Controlling Investments 1995 (4) SA 790 (A)
 Airport Cold Storage (Pty) Ltd v Ebrahim 2008 (2) SCA 303 (C)
 Ex parte Gore NO and Others 2013 (3) SA 382 (WCC)
 Hlumisa Investment Holdings (RF) Limited and Another v Kirkinis and
Others
 Hülse- Reutter v Gödde 2001 (4) SA 1336 (SCA)
 Ben-Tovim v Ben-Tovim 2001 (3) SA 1074 (C)

RECOMMENDED READING:
 The Authority of company representatives and the turquand rule revisited
by Farouk HI Cassim
 No blissful ignorance for non-compliance: The Turquand rule and section
20(7) in the context of special resolutions and fundamental transactions,
CDH Alert 25 l 25 April 2024

STUDY UNIT 3:
ORGANS OF A COMPANY & CORPORATE GOVERNANCE

LEARNING OBJECTIVES:
After completion of this unit, you should be able to:
 Demonstrate your knowledge and understanding of the organs of a
company,
 Discuss how decisions are made within a company,
 Discuss and differentiate between shareholder, board and annual general
meeting, and their respective requirements,
 Explain the role of proxies; the proceedings at company meetings; and how
voting rights are exercised,
 Discuss the background/context of Corporate Governance, what is corporate
governance and why is it important?
 Demonstrate a general understanding of the Principles of the King IV code
on Corporate Governance, and the importance of stakeholder
relationships, and
 Discuss the concept of “corporate social responsibility” and the role of the
company in this regard.
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PRESCRIBED READING
 Companies and other Business Structures:
o Chapter 5 pp 118- 129, 131-134, 138, 143
o Chapter 6 pp 148- 152, 171-172, 186-190
o Chapter 7 p198, 216-219
 Sections 66, 74,75, 76, 77, 78, 162 and 218 of the Companies Act 71 of
2008.
 Corporate Social Responsibility: A Company Law Perspective by Irene-
Marie Esser (UNISA).
 Minister of Water Affairs and Forestry v Stilfontein Gold Mining Company
Limited and Others (7655/05, 7655/05) [2006] ZAGPHC 47; 2006 (5) SA
333 (W) (15 May 2006)
 South African Broadcasting Corporation Ltd and Another v Mpofu
(A5021/08) [2009] ZAGPJHC 25; [2009] 4 All SA 169 (GSJ) (11 June 2009).
 Makate v Vodacom (Pty) Ltd (CCT52/15) 2016 (4) SA 121 (CC)

RECOMMENDED READING:
 Ncube CB ‘Transparency and accountability under the new Company Law’ in
Mongalo, Modern Company Law, p 43 – 72.
 King IV Report (2016) available at https://c.ymcdn.com/sites/iodsa.site-
ym.com/resource/collection/684B68A7-B768-465C-8214-E3A007F15A5A/
IoDSA_King_IV_Report_-_WebVersion.pdf
 Corporate social responsibility in South Africa: More than a nice intention.
http://www.polity.org.za/article/corporate-social-responsibility-in-
southafrica-more-than-a-niceintention-2011-09-12.
 What’s really right? Corporate social responsibility as a legal obligation in
South Africa. https://www.werksmans.com/legal-briefs-view/whats-really-
rightcorporate- social-responsibility legal-obligation-south-africa/.

STUDY UNIT 4:
CORPORATE CAPITAL AND FINANCE

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Define debt and equity
 Explain the sources of finance, and “solvency and liquidity test”;
 Share, a debt instrument and an option;
 Discuss the rights attached to shares;
 Discuss public offerings and the general restrictions
 Explain what a prospectus is and when liability will arise for untruths in a
prospectus;
 Differentiate between financial assistance in terms of section 44 and
financial assistance in terms of section 45 of the Companies Act 71 of
2008;

PRESCRIBED READING
 Companies and other Business Structures paras 4.1 – 4.5, 4.6 and 4.7.6.
 Companies and other Business Structures paras 9.1-9.4, 9.5.1, 9.6
 Ss 1, 4, 46, 48 and others per reading material.
 Venator Africa (Pty) Ltd v Watts and Another (053/2023) [2024] ZASCA
60 (24 April 2024)
9
 Amlin SA (Pty) Ltd v Van Kooij (See Saflii ZAFSHC/2020/117/pdf)
 AngloGold v Newmont (TBA)
 Constantia Insurance Company Limited v The Master of the High Court,
Johannesburg and Others (512/2021) [2022] ZASCA 179
 Gold Fields Ltd v Harmony Gold Mining Co Ltd 2005 (2) SA 506 (SCA)
 Van der Linde “The Regulation of Conflict Situations Relating to Share
Capital” 2009 SA Merc LJ 33.

STUDY UNIT 5:
CORPORATE GOVERNANCE: DIRECTORS

LEARNING OBJECTIVES:
After completion of this unit, you should be able to:
 Define “directors”, “board of directors”, and “prescribed officers”,
 Define the duties and liabilities of a director SS 76-78 and other,
 Describe the removal of directors including delinquency and probation of
directors and explain the grounds for delinquency and probation
orders and set out the consequences of such orders,
 Explain the business judgement rule,
 Answer a practical question on directors’ duties; and
 Discuss whether a company can indemnify its directors against liability.

PRESCRIBED READING:
 Davis et al Chapter 6
 Visser Sitrus (Pty) Ltd v Goede Hoop Sitrus (Pty) Ltd 2014 (5) SA 179 (WCC)
@ para 74
 CybeScene Ltd v i-Kiosk Internet and Information (Pty) Ltd 2000 (3) SA 806
(C)
 Robinson v Randfontein Estates Gold Mining Co Ltd 1921 AD 168 (South
African Company Law through the cases p 305)
 Phillips v Fieldstone Africa (Pty) Ltd [2004] 1 All SA 150 (SCA); 2004 (3) SA
465 (SCA)
 Dorbyl Limited v Vorster 2011 (5) SA 575 (GSJ)
 MMA Architects CC v Mpahlwa (15633/2010) [2011] ZAWCHC 259 @ paras
14 and 15
 Fisheries Development Corporation of SA Ltd v Jorgenson 1980 (4) SA 156
(W) (South African Company Law through the cases p 281)
 Kukama v Lobelo 2012 JDR 0663 (GSJ); (38587/2011) [2012] ZAGPJHC 60
(12 April 2012)
 Hlumisa Investment Holdings (RF) Limited and Another v Kirkinis and Others
2019 (4) SA 569 (GP)
 Gihwala v Grancy Property Ltd 2017 (2) SA 337 (SCA)
 Myeni v Organisation Undoing Tax Abuse and Another (15996/2017) [2021]
ZAGPPHC 56(15 February 2021) AND
https://www.withoutprejudice.co.za/free/article/6994/view
 Langeni and Another v South African Women In Mining Association and
Others (27669/2022)

RECOMMENDED READING:
 Cassim “A comparative discussion of the judicial disqualification of directors
under the South African Companies Act” 2020 Journal of African Law 89.
 See various resources including exercises, posted on Moodle in respect of this
study unit.
10
 STUDY UNIT 6:
GROUPS OF COMPANIES

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Explain the basic characteristics of a group;
 Define a company group;
 Describe the holding company/subsidiary relationship and identify this
relationship;
 Explain the concept related or interrelated person or company; and
 Explain the legal consequences of a company group and relatedness.

PRESCRIBED READING
 Companies and other Business Structures paras 3.1 - 3.7
 Ss 1, 2(2)(a), 3(2), 20(9), 44, 45, 76, 95, 115 of the Companies Act 71 of
2008.
 ABSA Bank Limited v Blignaut and Four Similar Cases 1996 (4) SA 100 (0)
 Tuning Fork (Pty) Ltd v Kilburn Auto Enterprises (Pty) Ltd 2013 ZAGPJHC
327

RECOMMENDED READING:
 Ss 1, 2, 3, 44, 45, 48, 76, 95, 112 of the Companies Act 71 of 2008.

SEMESTER TWO:

STUDY UNIT 7:
CLOSE CORPORATIONS

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Identify the close corporation as a form of business enterprise,
 Explain the distinctive characteristics of a close corporation,
 Discuss the principles relating to members and members of a close
corporation and apply these to a practical situation,
 Describe when a corporation may acquire its own member’s interest and
give financial assistance in relation to an acquisition of a member’s
interest,
 Describe the internal relations in a corporation,
 Discuss and apply the power of a member to bind the close corporation,
 Explain the requirements for payments and financial assistance by a close
corporation to its members; and
 Identify the instances where members can be held personally liable for a
corporation’s debts.

PRESCRIBED READINING
 Companies and other Business Structures paras 16.1-16.14
 Sections 63, 64 and 65 of 69 the Close Corporations Act 69 of 1984
 Section 20(9) of the Companies Act 71 of 2008
 J & K Timbers (Pty) Ltd t/a TEGS Timbers v GL & S Furniture CC 2005 3
SA 223 (N)
 L & P Plant Hire BK v Bosch 2002 2 SA 662 (A)
11
 Airport Cold Storage (Pty) Ltd v Ebrahim 2008 2 SA 303 (C)
 Ebrahim v Airport Cold Storage (Pty) Ltd 2008 6 SA 585 (SCA)
 Ex parte Gore and Others NNO 2013 (3) SA 382 (WCC)

STUDY UNIT 8:
PARTNERSHIPS (PART SELF-STUDY)

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Define the term "partnership";
 List and discuss the general characteristics of partnerships and a
partnership as a business structure;
 Explain the origin of the South African law of partnership and what the
sources of the South African law of partnership are;
 Discuss the legal nature of a partnership, with particular reference to (i)
the theories on the legal nature of the partnership; and (b) the cases
where the partnership is dealt with as a separate entity;
 Differentiate between the various types of partnerships and explain the
application of the principles of the Societas Universum Bonorum;
 Explain the essential elements of the partnership as well as the legal
nature of a partnership;
 Discuss instances of liability of partners; and
 List and discuss each of the grounds and the consequences of the
dissolution of the partnership.

PRESCRIBED READINING
 Companies and other Business Structures paras 17.1-17.10
 Review: Perspectives on the law of partnerships in South Africa J.J.
Henning. Perspectives on the law of partnerships in South Africa. 2015.
Cape Town: Juta. 336 p. ISBN 9781485106401 OR 2016 Journal for
Juridical Science 41(1):130-133
https://dx.doi.org/10.18820/24150517/JJS41.v1.7
 Ponelat v Schrepfer 2012 1 SA 206 (SCA)
 Butters v Mncora 2012 4 SA 1 (SCA)
 Pezzutto v Dreyer 1992 3 SA 379 (A)
 Robson v Theron 1978 1 SA 841 (A)

STUDY UNIT 9:
COMPANY RECORDS AND FINANCIAL STATEMENTS

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Explain the need for adequate financial regulation of companies;
 Explain the provisions that regulate access to annual financial
statements;
 Explain the form and content of financial reporting standards prescribed
by the regulations;
 Explain that the Act’s accountability and transparency requirements vary
depending on the possible social impact that the company may have;
 Discuss the audit and review requirements for annual financial
statements;
12
 Discuss the requirement of filing an annual return by a company; and
 Explain the additional requirements set by chapter 3 of the Companies
Act 71 of 2008 in line with section 84.

PRESCRIBED READINING
 Companies and other Business Structures paras 7.1-7.3, 7.8, 7.12. 7.14,
7.15.
 Sections 4, 24, 28, 29, 77 of the Companies Act 71 of 2008
 Regulations 26, 27, 28, 29 and 30 of the Companies Regulations.
 Tongaat Hulett (TBA)

STUDY UNIT 10:

FUNDAMENTAL TRANSACTIONS AND TAKE-OVER REGULATION

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Describe the different fundamental transactions; and
 Explain how fundamental transactions are regulated;
 Explain the meaning of an “affected transaction”;
 Explain the concept “regulated company”;
 Explain the function of the Takeover Regulation Panel;
 Briefly set out the operation of specific affected transactions;
 Describe the different fundamental transactions; and
 Explain how fundamental transactions are regulated.

PRESCRIBED READINING
 Companies and other Business Structures paras 10.1-10.4, 10.6
 Ss 113, 114, 115, 116,117(1)(c), 164 etc
 Loest v Gendac 2017 (4) SA 187 (GP)
 MF Cassim “The introduction of the statutory merger in South Africas
corporate law: majority rule offset by the appraisal right (Part II)” (2008)
20(2) SA Merc LJ 147 at 157 and 175

STUDY UNIT 11:

BUSINESS RESCUE

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:

 Demonstrate your knowledge of and discuss the concept of business rescue,

its commencement, legal consequences of commencement of business
rescue proceedings.
 Explain the role of the business rescue practitioner, rights of creditors, the
business rescue plan, and ultimately termination of rescue proceedings.

PRESCRIBED READING:
 Davis et al Chapter 12, pp 287-313, 317, 322
 S 128, and others per reading material
 Oakdene Square Properties (Pty) Ltd and Others v Farm Bothasfontein
(Kyalami) (Pty) Ltd and Others 2012 (3) SA 273 (GSJ); [2012] 2 All SA 433
(GSJ)
 Panamo Properties (Pty) Ltd v Nel NNO 2015 (5) SA 63 (SCA)
13
 Southern Palace Investments 265 (Pty) Ltd v Midnight Storm Investments
386 Ltd 2012 (20) SA 423 (WCC).
 NUMSA obo Members v SAA (Soc) Ltd (J149/20) [2020] ZALCJHB 43; (2020)
41 ILJ 1402 (LC) @ para 34
 Lambertus Daniel Burger Dormehl v Underline Advertising and Promotions
(Proprietary) Limited (GDP) unreported case no 26387/14 of 1 March
2014
 BP Southern Africa (Pty) Ltd v Intertrans Oil SA (Pty) Ltd 2017 (4) SA 592
(GJ).

STUDY UNIT 12:

REMEDIES AND ENFORCEMENT

LEARNING OBJECTIVES
After studying the prescribed work, you should be able to:
 Demonstrate your knowledge and understanding of the available
remedies;
 Describe the circumstances when the derivative action may be instituted;
 Explain which remedy shareholders and directors have against
oppression;
 Apply the legal principles of minority protection to a given set of facts;
 Discuss the remedy of an application to protect the rights of a securities
holder;
 Discuss when the appraisal remedy is available to shareholders of the
company; and
 Give an overview of the enforcement strategy of the Companies Act and
the agencies involved;
 Discuss the option of alternative dispute resolution, an alternative to
court-based relief or recourse to a regulatory agency; and
 Discuss “whistleblowing” in the context of corporate law.

PRESCRIBED READING
 Companies and other Business Structures paras 14.1-14.5
 Ss 20(9),56, 77, 161,162,163, 164, 165, 171, 218.
 Mouritzen v Greystone Enterprises (Pty) Ltd and Another 2012 5 SA 74
(KZD)
 Lewis Group Ltd v Woolam 2017 1 All SA 231 WCC
 Grancy Property Limited v Manala Case no 665/12 10 May 2013 (SCA)
 Peel and Others v Hamon J&C Engineering (Pty) Ltd and Others 2013 2 SA
331 (GSJ)
 Knipe and Others v Kameelhoek (Pty) Ltd and Another 2014 1 SA 52 (FB)
 Off-Beat Holiday Club v Sanbonani Holiday Spa Shareblock Ltd 2017 7
BCLR 916 (CC)
 Loest v Gendac 2017 4 SA 187 (GP)

RECOMMENDED READING
 Yeats “Putting appraisal rights into perspective” 2014 Stell LR 328.
 Beukes and Swart “Blurring the dividing line between the oppression
remedy and the derivative action: Kudumane Investment Holdings Ltd v
Northern Cape Manganese Company (Pty) Ltd and Others” 2012 SA Merc
LJ 467.

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