Removal of Directors and Delinquency Orders under the South African Companies Act is a comprehensive discussion and analysis of the removal of company directors. The South African Companies Act 71 of 2008 has introduced innovative remedies for the removal of a company director. Removal of Directors and Delinquency Orders under the South African Companies Act draws attention to the various pitfalls to be avoided when removing a director from office.

A highlight of this book is that it discusses the various nuances in removing directors that are often overlooked, such as removing directors who are also employees or shareholders who hold loaded voting rights. Another highlight is the book’s exploration of the complex issue of removing directors of state-owned companies. Furthermore, the new delinquency remedy, which has attracted much litigation and publicity in South Africa in recent years, is comprehensively discussed. A refreshing aspect of Removal of Directors and Delinquency Orders is that it also considers the removal process from the perspective of a director who has been unfairly removed by a hostile board, and considers ways to guard against the abuse of the removal power. The strength of Removal of Directors and Delinquency Orders is that it unpacks a complex topic with clarity and coherence, making it easy to understand.

Developments in the United Kingdom, Australia and the United States of America are taken into account. Recommendations are made to enhance the law on the removal of directors and to clarify some ambiguities in the statutory provisions. Some vital amendments to the Companies Act are proposed.

Removal of Directors and Delinquency Orders under the South African Companies Act is a scholarly work for the subject specialist.

Table of Cases

Table of Statutes

Chapter 1: introduction

• Removal of directors from office
• The relevance of foreign law

Chapter 2: Removal of directors: historical and philosophical underpinnings

• The division of powers between directors and the separation of ownership and control
• Shareholders’ power to remove directors from office
• Impact of the board’s power to remove directors from office
• Impact of the court’s power to remove directors from office
• Maintaining the balance of powers regarding the removal of directors from office

Chapter 3: Removal of directors by the shareholders

• The power of the shareholders to remove directors from office
• Procedures for the removal of a director by the shareholders
• Removal of directors of state-owned companies
• Removal rights following appointment rights
• Cumulative voting
• Removal by a person named in or determined in terms of the memorandum of incorporation

Chapter 4: Removal of directors by the board of directors

• The unalterable nature of the board’s power to remove directors from office
• Companies to which the board’s power of removal of directors applies
• Locus standi to initiate a board meeting to remove a director from office
• The grounds for the removal of a director by the board of directors
• Discretion of the board of directors to remove a director from office
• The procedure for the removal of a director by the board of directors

Chapter 5: Removal of directors by the Companies Tribunal

• Application to the Companies Tribunal
• Reviewing the decisions of the Companies Tribunal
• Vacancies on the board
• The manner of decision-making by the Companies Tribunal

Chapter 6: Directors’ fiduciary duties and the removal of directors

• Application of fiduciary duties in the removal of directors by shareholders and by the board of directors
• Fiduciary duties of directors when removing a director from office
• Consequences of a breach of fiduciary duty in removing a director from office

Chapter 7: The removal of directors holding multiple positions in a company

• The removal of directors who are employees
• The removal of shareholding-directors holding loaded voting rights

Chapter 8: The judicial removal of directors from office and delinquency and probation orders

• Judicial review of the board’s decision not to remove a director from office
• Delinquency and probation orders

Chapter 9: Remedies with regard to the removal of directors from office

• Section 71(5) review
• Application for damages or other compensation for loss of office
• Oppression remedy
• Defamation

Chapter 10: Concluding remarks

Bibliography

Annexures

Subject Index

• Legal academics
• The judiciary
• Corporate law practitioners
• Company directors
• Company secretaries
• Other professional persons who deal with companies
• Applicable internationally to people with an interest in South African companies