28.4 APPROVAL OF A FUNDAMENTAL TRANSACTION
The Act has simplified the common approval procedure for all three fundamental transactions. This is found in s 115. Where a shareholder opposes any one of these transactions, he has what we call an “appraisal remedy” in terms of s 164.
When any of these transactions are performed both s 115 and s 164 must accompany the notice given to shareholders.
A special resolution is required for a fundamental transaction to be approved. However, a court approval will be required if 15% of the voting rights requires the company to seek court approval. The court is required to review the resolution and not the transaction unless it is manifestly unfair to a group of shareholders and is tainted with a conflict of interest.