The Oppressed Shareholder and His Remedy: A Brief Analysis of Section 163 of the South African Companies Act

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The Companies Act (the Act) provided a statutory framework for a modern regulation of South African company law, in the process revising the provisions of the old Companies Act (the 1973 Act). One such revision was section 252 of the 1973 Act by section 163 of the 2008 Act which outlines the scope and application of the oppression remedy, in which a party may obtain relief from conduct that is unfairly prejudicial or oppressive. According to section 163(1) of the Act, only shareholders and directors have locus standi to exercise the remedy. In order for such a party to bring a successful application for the remedy, the applicant must prove that there was an act or omission of the company or a related person which had a result that is oppressive or unfairly prejudicial to, or unfairly disregards the interests of the applicant. In the alternative, the applicant could establish that the business of the company or a related person has been, or is being conducted in a manner that is oppressive, unfairly prejudicial or unfairly disregards the applicant’s interests; or that the powers of a director, prescribed officer or person related to the company have been or are being exercised in such manner