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(without prejudice to any rights to damages of a third party who obtained such rights in
good faith and did not have actual knowledge of the limit, restriction or qualification).
Section 20(6) provides a specific remedy for shareholders – each shareholder of
a company has a claim for damages against any person, including a director, who
intentionally, fraudulently or due to gross negligence causes the company to do anything
inconsistent with the Act or the MOI, unless the action has been ratified by shareholders
by special resolution.
Section 218(2) provides a general remedy to any person, (including an employee or
shareholder) to bring a civil action against a person who contravenes the Act for any loss
or damages suffered by that person as a result of that contravention.
Section 81(1)(d) gives significant power to minority shareholders stating that the
company, one or more directors or shareholders may apply to court for the winding-up of
a solvent company on the grounds that either:
■ The directors are deadlocked in the management of the company and the
shareholders are unable to break the deadlock which is causing irreparable harm to
the company or
■ The shareholders are deadlocked in voting power and have failed for a period that
includes at least two consecutive AGM dates, to elect successors to directors whose
terms have expired, or
■ It is otherwise just and equitable for the company to be wound up.
Section 81(1)(e) provides that one or more shareholders can apply to wind up a solvent
company if the directors or prescribed officers or other persons in control of the company
are acting in a manner that is fraudulent, or illegal or that the company’s assets are
being misapplied or wasted.
Section 163 – a shareholder or director may apply to court for relief if the powers of a
director or prescribed officer or a person related to the company are being exercised in
a manner that is oppressive, unfairly prejudicial or unfairly disregards the interests of the
applicant.
Section 165 allows for a general derivative notice whereby an aggrieved party, such as
a shareholder, director or even a representative of a trade union is able to send a notice
to the company to enforce its rights and to demand to protect its or the company’s legal
interests.
The Act also provides a right for dissenting shareholders in a fundamental transaction to
have their shares appraised and to be compensated for the fair value of those shares.

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