Shareholder disputes are as commonplace as domestic divorces and - like family law - company law has clear mechanisms that define the boundaries of fair play.The correlations between domestic and shareholder divorces are innumerable but the ramifications of such disputes are far greater - work families are larger than domestic ones, and the sums of money involved often staggeringly different. Irrespective of the reasons why the parties have grown apart, the difficulties in finding a non-litigious and amicable parting of ways are numerous.

The shareholders in private companies rarely have the will or risk appetite to incur debt, or resources at hand, to acquire the interests of their partners. Emotions run rampant as each party belittles the other’s contribution to the success the business has become, and the contest quickly degenerates into a lose / lose situation with the victor merely laying claim to the lower quantum of loss.

From an M&A perspective, shareholder disputes represent their own challenges, but equally present themselves as rare opportunities, as deal cycles can be much shorter than the average given the common objective to achieve a speedy resolution.The available pool of prospective purchasers is typically larger for transactions conducted as a consequence of shareholder disputes. Aside from the array of strategic investors that can be targeted one party invariably wants to remain involved in the business, whilst the other wishes to leave. Such continuity presents a low risk to private equity investors and provides shareholders with a very viable class of alternative acquirer.

If the shareholders agree to pursue a transaction with a third party, there can be quantifiable benefits for the remaining and departing shareholders alike. For the remaining shareholder it removes the burden to raise the capital to acquire the equity and, equally importantly, provides a fair value for a departing shareholder. The price achieved is based on the fundamentals of the business in an open market circumstance, as opposed to being constrained by the affordability criteria of the remaining shareholder. Oftentimes the business grows as a natural consequence of having access to additional funding, acquirer synergies and a newly focused healthy work environment.

The temptation to gain personal advantage in such emotionally charged shareholder exit discussions is not uncommon and can prove to be a barrier to engaging in a formal and fair process as one partner seeks to marginalize, or even punish, the other.It is in these circumstances company law is remarkably similar around the world and conduct that unfairly seeks to advantage one party over another is dealt with under the oppression remedies. These laws and remedies vary little in jurisdictions as far afield as the USA, Europe or South Africa where the law seeks to discourage and prevent such abuses, especially as they pertain to minority shareholders.If it gets to that the courts have a wide array of alternatives and significant discretion to deal with matters of this nature - the most commonly applied being the requirement that one shareholder purchase the other’s interests at an independently determined value.

Where sanity does not prevail, and disputes degenerate to the point that a company is mortally wounded, or even ceases to exist, the harsh reality is that the courts still have - and do exercise - the authority to order a buy out at a date prior to the commencement of such oppressive conduct, should it be found. Commonly cited precedence is that of the Scottish Co-Operative Society v Meyer in the UK, and of Louw vs Nel in South Africa, where the courts held that a winding up order was in itself “no bar to an order for relief against oppressive conduct being granted” 

It is in circumstances such as these that one party has been compelled to acquire the equity of the other, in a business that no longer exists, based on a value determined at a point prior to the commencement of the dispute - irrespective of the fact that the business has long since ceased to exist.With record levels of dry powder in private equity funds, and significant cash on corporate balance sheets, the benefits to both the shareholders and the business of initiating a formal and fair process with a third-party buyer to achieve a market driven, non-litigious and amicable parting of ways is far preferable to the alternatives described.

Andre Bresler

MD - Benchmark International (South African Office)

Vencasa celebrates World Sleep Day this 16th March 2018 as it brings awareness to the importance and pleasure of quality sleep. Sleep is our most basic need, crucial to our overall health and well-being. Lack of sleep can lead to numerous long and short-term health problems including heart disease, strokes and diabetes. In general, it leads to poor alertness, reduced concentration, low memory recall, and poor academic productivity.

‘Join the Sleep World, Preserve Your Rhythms to Enjoy Life,’ intends to emphasise the importance of circadian rhythms in healthy sleep, and inspired by the recent Nobel Prize in Physiology or Medicine assigned to three researchers who have dedicated their studies to circadian rhythms.

Circadian rhythms refer to cyclic events within the body such as rhythms in hormones, body temperature and alertness levels. Biological clocks from within the body produce circadian rhythms, but environmental factors such as sunlight also affect them. Preserving regular circadian rhythms have been found to lower the risk of sleep disorders, mental health disorders and chronic health issues such as obesity and diabetes.

• Sound sleep is one of the three pillars of good health along with a balanced diet and regular exercise.
• There are close to 100 disorders of sleep, but most are modifiable and manageable with the help of sleep specialists.
• Individuals who get an entire night’s sleep without any interruptions experience lower rates of high blood pressure, diabetes, obesity and other chronic illnesses.

Arianna Huffington, formerly of The Huffington Post and author of The Sleep Revolution: Transforming Your Life, One Night at a Time states, “Sleep is the underpinning of our entire well-being. For centuries people thought that sleep was a time of inactivity, that the brain was resting. But all the new science proves that the opposite is true — that during sleep the brain is in a state of intense activity, which is necessary for us to fully recharge and be productive, creative and truly connect with ourselves and others during the day.”

General Facts on World Sleep Day

• World Sleep Day is an annual event to raise awareness of sleep disorders and the burden that they place on society. World Sleep Day 2018 will be held on Friday, March 16, 2018.
• Most sleep disorders are preventable or treatable, yet less than one-third of sufferers seek professional help.
• Sleep problems constitute a global epidemic that threatens health and quality of life for up to 45% of the world’s population.
• Better understanding of sleep conditions and more research into the area will help reduce the burden of sleep disorders on society.
• Three elements of good quality sleep are:
  • Duration: The length of sleep should be sufficient for the sleeper to be rested and alert the following day.
  • Continuity: Sleep periods should be seamless without fragmentation.
  • Depth: Sleep should be deep enough to be restorative.

Below are some tips from Vencasa to ensure quality sleep

• Have a fixed bedtime and waking up time
• Keep your daytime naps to 45 minutes or less
• Avoid excessive alcohol and smoking at least four hours before bedtime
• Avoid caffeine, some teas and cold drinks six hours before bedtime
• Avoid heavy, spicy and sugary foods four hours before bedtime
• Exercise regularly
• Use a pressure-relieving quality mattress and pillow
• Keep the room well ventilated and at a comfortable temperature
• Block out all distracting noise and eliminate as much light as possible

Vencasa knows that your body, mind and soul deserve quality sleep, and provide a range of exceptional sleep solutions to ensure it.

Vencasa was born from the legendary and reputable long-standing Pharmaline umbrella. Medically informed, scientifically sound and aesthetically magnificent, Vencasa brings the ultimate sleep solution to the market. Providing premium, high quality products with a range of pricing. Vencasa Showrooms have created the perfect balance, where scientific research and product development complement their understanding of the sleep industry, while incorporating genuine care for each person's individual sleep requirement. Vencasa is proud to be the official and exclusive distributor of Tempur products, and world-famous brands such as Magniflex, Reed Family Linen and their own Vencasa Signature Collection. This includes mattresses, headboards, bases and frames, side tables, lamps, occasional furniture, ottomans, linen, pillows, towels and luxurious bedroom accessories, with several price points to accommodate their wide clientele. Vencasa is made for people looking for a high quality, yet affordable range of products.

Vencasa brings the art of sleep to your 'casa', from the smallest to the most essential sensory detail. We invite you to 'come home' to Vencasa for the ultimate bedroom experience.

With so much on offer, it's easy to see that Vencasa is the home of perfect sleep. Vencasa – come home to the art of sleep.

Visit www.vencasa.co.za or call 0861 60 60 60 for more information, to shop, or for your nearest stockist.