n SA Mercantile Law Journal = SA Tydskrif vir Handelsreg - An introduction to the appraisal remedy in the Companies Act 2008 : standing and the appraisal procedure

Volume 22, Issue 2
  • ISSN : 1015-0099
  • E-ISSN: 1996-2185



If a company takes a triggering action, a dissenting shareholder may employ the appraisal remedy to have his shares purchased by the company at either a mutually satisfactory price or a judicially set fair price, if all the necessary requirements have been met.

This appraisal remedy is contained in s 164 of the Companies Act. (Unless otherwise specified, all references to sections, subsections and paragraphs in this article will be to those of the Companies Act 2008.) Subsection (2)(a) provides for a specific action that triggers the remedy and par (b) refers to the fundamental transactions that trigger it ('triggering actions'). The greater part of s 164 lays down the procedure ('the appraisal procedure') to be followed if a dissenting shareholder wishes to employ the appraisal remedy. So this shareholder must follow this procedure if a company gives notice of a meeting at which a resolution will be considered to amend its memorandum of incorporation by altering share rights, or to dispose of all or the greater part of its assets or undertaking, or to merge or amalgamate with another company, or to enter into a scheme of arrangement.

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