n SA Mercantile Law Journal = SA Tydskrif vir Handelsreg - Using a scheme of arrangement to eliminate minority shareholders

Volume 22, Issue 3
  • ISSN : 1015-0099
  • E-ISSN: 1996-2185



Where an arrangement is proposed between a company and its members (or between the company and any class of members) and an application is made, the court is authorised to direct that a meeting be called to consider the arrangement (s 311(1) of the Companies Act 61 of 1973 ('the 1973 Act')). If, at the meeting, the arrangement is approved by a majority of at least 'three-fourths of the votes exercisable by the members or class of members (as the case may be) present and voting either in person or proxy at the meeting', a further application may be made to the court for a sanctioning of this arrangement (s 311(2)). The sanctioning by the court is necessary to make the arrangement binding on all the members of the company or on all the members of the particular class (as the case may be) (ibid).

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