LML4806
ASSIGNMENT 2 SEMESTER 1 2026
UNIQUE NO.
DUE DATE: 2026
, Company Law
QUESTION 1
1.1 Type of transaction and whether the companies are regulated companies
(5 marks)
The transaction contemplated in the scenario is a scheme of arrangement as provided
for in section 114 of the Companies Act 71 of 2008.
A scheme of arrangement occurs when a company enters into an arrangement with its
shareholders in terms of which the company’s shares or assets are disposed of,
followed by the deregistration or winding-up of the company. In this case, Mahamba
Logistics Ltd acquires all the assets and liabilities of Buffalo Haulage Ltd, pays cash
consideration to the shareholders of Buffalo Haulage Ltd, and Buffalo Haulage Ltd is
subsequently deregistered. These features are characteristic of a scheme of
arrangement under section 114.
With regard to whether the companies involved are regulated companies, section
118(1) of the Companies Act provides that a regulated company includes a public
company or a state-owned company. As both Mahamba Logistics Ltd and Buffalo
Haulage Ltd are described as “Ltd”, this indicates that they are public companies.
Accordingly, both companies are regulated companies for purposes of the Companies
Act 71 of 2008, and the transaction is therefore subject to the provisions regulating
affected transactions, including sections 114 and 115.
1.2 Court intervention by dissenting shareholders
(10 marks)
ASSIGNMENT 2 SEMESTER 1 2026
UNIQUE NO.
DUE DATE: 2026
, Company Law
QUESTION 1
1.1 Type of transaction and whether the companies are regulated companies
(5 marks)
The transaction contemplated in the scenario is a scheme of arrangement as provided
for in section 114 of the Companies Act 71 of 2008.
A scheme of arrangement occurs when a company enters into an arrangement with its
shareholders in terms of which the company’s shares or assets are disposed of,
followed by the deregistration or winding-up of the company. In this case, Mahamba
Logistics Ltd acquires all the assets and liabilities of Buffalo Haulage Ltd, pays cash
consideration to the shareholders of Buffalo Haulage Ltd, and Buffalo Haulage Ltd is
subsequently deregistered. These features are characteristic of a scheme of
arrangement under section 114.
With regard to whether the companies involved are regulated companies, section
118(1) of the Companies Act provides that a regulated company includes a public
company or a state-owned company. As both Mahamba Logistics Ltd and Buffalo
Haulage Ltd are described as “Ltd”, this indicates that they are public companies.
Accordingly, both companies are regulated companies for purposes of the Companies
Act 71 of 2008, and the transaction is therefore subject to the provisions regulating
affected transactions, including sections 114 and 115.
1.2 Court intervention by dissenting shareholders
(10 marks)
