LML4806 Assignment 1 (ANSWERS) Semester 2 2026 (256940) - DUE 18 August 2026

LML4806 Assignment 1 (ANSWERS) Semester 2 2026 (256940) - DUE 18 August 2026 ....Mbeu Wealth (Pty) Ltd is a registered shareholder holding 25% of the issued ordinary shares of Spartacus Ltd. Mbeu Wealth (Pty) Ltd’s chief investment officer, Talia, was appointed as a director of Spartacus Ltd to represent the interests of Mbeu Wealth (Pty) Ltd on Spartacus Ltd’s board. The other directors of Spartacus Ltd are Pamela, Alissa and Donte. Pamela is also the chairperson of the board of directors of Spartacus Ltd. The Memorandum of Incorporation of Spartacus Ltd provides that only the board of directors has the power to call a shareholders’ meeting and that all matters relating to shareholders’ meetings are governed by the Companies Act 71 of 2008. Mbeu Wealth Ltd and Buffalo Haulage Ltd have concluded an agreement in terms of which Mbeu Wealth Ltd will acquire and hold all the assets and liabilities of Buffalo Haulage Ltd for R300 million (the “Transaction”). The material terms of the Transaction include that Mbeu Wealth Ltd will pay the shareholders of Buffalo Haulage Ltd a cash consideration of R10.00 for each Buffalo Haulage Ltd share held and that, pursuant to the implementation of the Transaction, Buffalo Haulage Ltd will be deregistered. At a shareholders’ meeting to consider the Transaction, 84% of the shareholders of Buffalo Haulage Ltd approved the Transaction proposed by the board. However, certain shareholders who hold 16% of the general voting rights in Buffalo Haulage Ltd voted against the Transaction as they are dissatisfied with the strategic rationale for the Transaction and the cash consideration of R10.00 per share, which they believe is unfair to them. Mbeu Wealth Ltd and Buffalo Haulage Ltd ARE PUBLIC COMPANIES Mbeu Wealth (Pty) Ltd and Talia believe that there were serious defects in the calling and convening of the shareholders’ meeting of 15 May 2026 as well as in the procedure that was followed to remove Talia as a director. They want to institute legal proceedings against Spartacus Ltd and its directors. With reference to the Companies Act 71 of 2008 and the facts provided 1.2 Advise Talia on the prospects of success in asking the court to order that her removal as a director of Spartacus Ltd was irregular and invalid. With reference to the Companies Act 71 of 2008 and the facts provided, advise the shareholders of Buffalo Haulage Ltd who voted against the resolution to approve the Transaction on whether they may seek court intervention to stop the company from implementing the Transaction. Identify the type of transaction that is contemplated in the scenario above and explain whether the companies that are involved in this transaction are regulated companies for purposes of the Companies Act 71 of 2008. Advise the employees of Cape Aircraft Services (Pty) Ltd whether Advise Talia on the prospects of success in asking the court to order that her removal as a director of Spartacus Ltd was irregular and invalid. the terms and conditions of their employment may be changed during the business rescue proceedings. Identify the type of transaction that is contemplated in the scenario above and explain whether the companies that are involved in this transaction are regulated companies for purposes of the Companies Act 71 of 2008. With reference to the Companies Act 71 of 2008 and the facts On 14 May 2026, Talia received the notice of the shareholders’ meeting through an email from Pamela, including the proposed resolution to remove her as a director of Spartacus Ltd. In her reply to Pamela’s email, Talia indicated that she would not be able to attend the shareholders’ meeting on 15 May 2026 as she needed to first consult her lawyer regarding her proposed removal. She requested that the meeting be postponed to a later date. However, Pamela did not respond to Talia’s email and her request for a postponement of the meeting.Explain whether a shareholders’ meeting may continue when the required quorum is not present at the start of the meeting. Discuss the legal position where some shareholders were not given proper notice of the meeting but the meeting continued without them. Advise a director on whether shareholders may remove that director without first giving proper notice of the proposed removal. Advise Talia on the prospects of success in asking the court to order that her removal as a director of Spartacus Ltd was irregular and invalid. Discuss whether a director must be given a reasonable opportunity to make representations before shareholders vote on removal. Advise a director on the validity of a removal resolution where the required majority of votes was not obtained. Explain whether the board of directors may remove a fellow director without following the procedure set out in section 71 of the Companies Act 71 of 2008. dvise Mbeu Ltd on the prospects of success in asking the court to order that both the calling and convening of the shareholders’ meeting of 15 May 2026 were irregular and invalid. Discuss the legal remedies available to a director who believes that the decision to remove them was unfair, irregular or unlawful. On 15 May 2026, a meeting of the shareholders of Spartacus Ltd was held in Mbeu Wealth (Pty) Ltd’s absence and without its knowledge. Talia was unable to attend the meeting. The resolution for the removal of Talia as director was approved by the requisite percentage of shareholders at the meeting. provided, advise the shareholders of Buffalo Haulage Ltd who voted against the resolution to approve the Transaction on whether they may seek court intervention to stop the company from implementing the Transaction. On 8 May 2026, Pamela sent to the shareholders of Spartacus Ltd a notice of a shareholders’ meeting to be held on 15 May 2026 to consider a resolution to remove Talia as a director of 4 Spartacus Ltd. The notice of meeting was signed by Pamela, purporting to act on behalf of the board of directors. No board meeting had been held at which a resolution was taken to convene such a shareholders’ meeting. No record date was set for the shareholders’ meeting. The notice of the shareholders’ meeting was never sent to Mbeu Wealth (Pty) Ltd. Explain whether a shareholders’ meeting may continue when the required quorum is not present at the start of the meeting. Discuss the legal position where some shareholders were not given proper notice of the meeting but the meeting continued without them. Advise a director on whether shareholders may remove that director without first giving proper notice of the proposed removal. Discuss whether a director must be given a reasonable opportunity to make representations before shareholders vote on removal. Advise a director on the validity of a removal resolution where the required majority of votes was not obtained. Explain whether the board of directors may remove a fellow director without following the procedure set out in section 71 of the Companies Act 71 of 2008. Advise Mbeu Ltd on the prospects of success in asking the court to order that both the calling and convening of the shareholders’ meeting of 15 May 2026 were irregular and invalid. Discuss the legal remedies available to a director who believes that the decision to remove them was unfair, irregular or unlawful. Advise a shareholder on whether a shareholders’ meeting may be declared invalid where the required notice period was not followed. Discuss whether a meeting called by a person who did not have authority under the Companies Act 71 of 2008 remains legally valid. Advise the company on the effect of failing to include the main purpose of the meeting in the notice sent to