Removal of Directors and Delinquency Orders under the South African Companies Act, The

Product Details:
Author(s):
Cassim, R
Year Published:
2020
Edition
1st Edition
Type:
Print | Soft Cover
Language:
English
About this publication
Removal of Directors and Delinquency Orders under the South African Companies Act is a comprehensive discussion and analysis of the removal of company directors. The South African Companies Act 71 of 2008 has introduced innovative remedies for the removal of a company director. Removal of Directors and Delinquency Orders under the South African Companies Act draws attention to the various pitfalls to be avoided when removing a director from office.
A highlight of this book is that it discusses the various nuances in removing directors that are often overlooked, such as removing directors who are also employees or shareholders who hold loaded voting rights. Another highlight is the book’s exploration of the complex issue of removing directors of state-owned companies. Furthermore, the new delinquency remedy, which has attracted much litigation and publicity in South Africa in recent years, is comprehensively discussed. A refreshing aspect of Removal of Directors and Delinquency Orders is that it also considers the removal process from the perspective of a director who has been unfairly removed by a hostile board, and considers ways to guard against the abuse of the removal power. The strength of Removal of Directors and Delinquency Orders is that it unpacks a complex topic with clarity and coherence, making it easy to understand.
Developments in the United Kingdom, Australia and the United States of America are taken into account. Recommendations are made to enhance the law on the removal of directors and to clarify some ambiguities in the statutory provisions. Some vital amendments to the Companies Act are proposed.
Removal of Directors and Delinquency Orders under the South African Companies Act is a scholarly work for the subject specialist.
Content
Table of Cases
Table of Statutes
Chapter 1: introduction
Removal of directors from office
The relevance of foreign law
Chapter 2: Removal of directors: historical and philosophical underpinnings
The division of powers between directors and the separation of ownership and control
Shareholders’ power to remove directors from office
Impact of the board’s power to remove directors from office
Impact of the court’s power to remove directors from office
Maintaining the balance of powers regarding the removal of directors from office
Chapter 3: Removal of directors by the shareholders
The power of the shareholders to remove directors from office
Procedures for the removal of a director by the shareholders
Removal of directors of state-owned companies
Removal rights following appointment rights
Cumulative voting
Removal by a person named in or determined in terms of the memorandum of incorporation
Chapter 4: Removal of directors by the board of directors
The unalterable nature of the board’s power to remove directors from office
Companies to which the board’s power of removal of directors applies
Locus standi to initiate a board meeting to remove a director from office
The grounds for the removal of a director by the board of directors
Discretion of the board of directors to remove a director from office
The procedure for the removal of a director by the board of directors
Chapter 5: Removal of directors by the Companies Tribunal
Application to the Companies Tribunal
Reviewing the decisions of the Companies Tribunal
Vacancies on the board
The manner of decision-making by the Companies Tribunal
Chapter 6: Directors’ fiduciary duties and the removal of directors
Application of fiduciary duties in the removal of directors by shareholders and by the board of directors
Fiduciary duties of directors when removing a director from office
Consequences of a breach of fiduciary duty in removing a director from office
Chapter 7: The removal of directors holding multiple positions in a company
The removal of directors who are employees
The removal of shareholding-directors holding loaded voting rights
Chapter 8: The judicial removal of directors from office and delinquency and probation orders
Judicial review of the board’s decision not to remove a director from office
Delinquency and probation orders
Chapter 9: Remedies with regard to the removal of directors from office
Section 71(5) review
Application for damages or other compensation for loss of office
Oppression remedy
Defamation
Chapter 10: Concluding remarks
Bibliography
Annexures
Subject Index
Interest / Benefit to
Legal academics
The judiciary
Corporate law practitioners
Company directors
Company secretaries
Other professional persons who deal with companies
Applicable internationally to people with an interest in South African companies