The Oppression and Unfair Prejudice Remedy
Under Section 163 of 2008
(Don’t be the Oppressor or Be Oppressed) 

n Technology Corporate Management (Pty) Ltd and Others v De Sousa and Others 2024 (5) SA 57 (SCA) the Supreme Court of Appeal observed as follows: ‘in certain circumstances, even if the majority shareholders act strictly in accordance with the contractual terms governing the shareholder relationship, they may have exercised their powers in a way that was oppressive or unfairly prejudicial to minority shareholders’. The effect of this is that even a well-drafted shareholders’ agreement or strict adherence to corporate governance instruments is no insulation against a claim by a minority (or ‘black’ as defined in the Broad-Based Black Economic Empowerment Act 53 of 2003) shareholder based on s 163 of the Companies Act 71 of 2008 (CA 2008). Such a claim may even arise from informal arrangements and understandings between the shareholders, for example, regarding the minority’s participation in management; remuneration or dividends. The webinar will critically discuss s 163, against the background of relevant case law. Other shareholder remedies in CA 2008, such the derivative action (i.e. s 165) will be highlighted.

Topics to be covered will include

Discussion of the substantive and procedural elements of the remedy for oppression or unfair prejudice, including who has locus standi to seek this remedy, against whom, and for what relief. The webinar will also provide an overview of dissenting shareholders’ appraisal rights and derivative actions.

Benefits of attending
You will gain clear and practical knowledge of the elements of the oppression remedy, which will assist in determining when and how to invoke it – or how to oppose claims based on it. Even better, this knowledge can be applied to arranging and operating a company’s affairs in a way that would discourage such claims, or to advising clients accordingly. You will also gain general knowledge of other related shareholder protection remedies..

Background to this presentation
Shareholder activism, or awareness of shareholder rights and protection, is becoming increasingly important in South Africa. This is fueled primarily by social media and has resulted in the centre of shareholder struggles moving from the boardroom to the courtroom or other forums. The open or public nature of the battles has devastating privacy implications, especially for small family businesses. These considerations make a webinar based solely on the remedy of oppression or unfair prejudice a necessity.

Presenter
Khashane Manamela has been a practising attorney or legal practitioner since 1996. He practises in the field of corporate and commercial law and insolvency law. Most of his clients are small, partnership-type companies and minority shareholders in such companies. He was a member of the Companies Tribunal of South Africa for 10 years (i.e. from its inception in 2012 to 2022). Since 2013, he has served various terms as a High Court Judge in Pretoria and Johannesburg. He holds two LLM degrees in Business Law and Tax Law from the Universities of Pretoria and Witwatersrand. He also holds a Master of Business Leadership (MBL). He is currently an LLD candidate (on oppression remedy) at the University of South Africa. He has been conducting tutorials, seminars and webinars for LEAD since 2000.

26 and 27 June 2025 | 10:00 – 12:30

Closing date for registrations: 25 June 2024

Certification
All sessions are mandatory to qualify for a certificate.

Practicing and candidate legal practitioners, support staff and legal advisors.

• Practising Legal Practitioners:     R1 520.00 (including VAT) per participant
• Candidate Legal Practitioners:    R 760.00 (including VAT) per participant
• Others | Non-legal Practitioners: R2 420.00 (including VAT) per participant

Kindly note that you can only register online and that there are limited places available. Participants should be registered individually to enable the system to generate a unique username and password for each person.

CLICK HERE TO REGISTER 

E-mail: Seminars@LSSALEAD.org.za  | Please note we only communicate via e-mail should you need more information.

• The Law Society of South Africa (LSSA) will not accept liability if the fees are not paid into the designated LSSA bank account.
• The webinar is conducted in English only.
• Should you need to cancel your registration, this must be done in writing within two business days before the closing date to avoid the full fee being charged.