LML4806
ASSIGNMENT 1
DUE DATE: 18 SEPT 2026
, LML4806 ASSIGNMENT 1 2026
DUE 18 SEPTEMBER 2026
1.1 ADVICE TO MBEU WEALTH (PTY) LTD: PROSPECTS OF SUCCESS IN
CHALLENGING THE CALLING AND CONVENING OF THE SHAREHOLDERS'
MEETING
Mbeu Wealth (Pty) Ltd ("Mbeu Wealth") holds 25% of the issued ordinary shares of
Spartacus Ltd.¹ It seeks to challenge the shareholders' meeting of 15 May 2026 on the
grounds that both the calling and convening of the meeting were irregular and invalid.
The defects in question are: (i) the meeting was called by Pamela acting alone, without
a board resolution; (ii) no record date was set for the meeting; and (iii) Mbeu Wealth did
not receive notice of the meeting.
The Calling of the Meeting: Pamela Lacked Authority to Convene the Meeting
Section 61(1) of the Companies Act 71 of 2008 provides that "the board of a company,
or any other person specified in the company's Memorandum of Incorporation or rules,
may call a shareholders' meeting at any time".² The Memorandum of Incorporation
("MOI") of Spartacus Ltd provides that only the board of directors has the power to call a
shareholders' meeting. No other person is specified in the MOI as having such authority.
Pamela sent the notice of the shareholders' meeting purporting to act on behalf of the
board of directors. However, no board meeting had been held at which a resolution was
taken to convene such a shareholders' meeting. Pamela therefore acted without the
authority of the board.³
¹ LML4806 Semester 2 Assignment 1 - 2026, p. 3.
² Companies Act 71 of 2008, s 61(1).
³ LML4806 Semester 2 Assignment 1 - 2026, p. 3: "No board meeting had been held at which a resolution
was taken to convene such a shareholders' meeting."
ASSIGNMENT 1
DUE DATE: 18 SEPT 2026
, LML4806 ASSIGNMENT 1 2026
DUE 18 SEPTEMBER 2026
1.1 ADVICE TO MBEU WEALTH (PTY) LTD: PROSPECTS OF SUCCESS IN
CHALLENGING THE CALLING AND CONVENING OF THE SHAREHOLDERS'
MEETING
Mbeu Wealth (Pty) Ltd ("Mbeu Wealth") holds 25% of the issued ordinary shares of
Spartacus Ltd.¹ It seeks to challenge the shareholders' meeting of 15 May 2026 on the
grounds that both the calling and convening of the meeting were irregular and invalid.
The defects in question are: (i) the meeting was called by Pamela acting alone, without
a board resolution; (ii) no record date was set for the meeting; and (iii) Mbeu Wealth did
not receive notice of the meeting.
The Calling of the Meeting: Pamela Lacked Authority to Convene the Meeting
Section 61(1) of the Companies Act 71 of 2008 provides that "the board of a company,
or any other person specified in the company's Memorandum of Incorporation or rules,
may call a shareholders' meeting at any time".² The Memorandum of Incorporation
("MOI") of Spartacus Ltd provides that only the board of directors has the power to call a
shareholders' meeting. No other person is specified in the MOI as having such authority.
Pamela sent the notice of the shareholders' meeting purporting to act on behalf of the
board of directors. However, no board meeting had been held at which a resolution was
taken to convene such a shareholders' meeting. Pamela therefore acted without the
authority of the board.³
¹ LML4806 Semester 2 Assignment 1 - 2026, p. 3.
² Companies Act 71 of 2008, s 61(1).
³ LML4806 Semester 2 Assignment 1 - 2026, p. 3: "No board meeting had been held at which a resolution
was taken to convene such a shareholders' meeting."
