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Competition Commission: Draft Guidelines on Minority Shareholder Protections
- 17 December 2025
- Law
- South African Accounting Academy
Summary:
The Competition Commission has published Draft Guidelines on Minority Shareholder Protections in a move to tighten rules on minority protections and merger control.
Article:
These draft guidelines provide the Competition Commission's view on when minority shareholder protections may amount to an acquisition of “control” and require merger control approval.
The stated aim is to clarify when rights typically enjoyed by minority investors cross the line into “control” for purposes of South African merger control, even where a transaction might not otherwise appear notifiable.
According to the guidelines, below-50% shareholdings will no longer automatically fall outside merger control if rights grant strategic influence, including vetoes over business plans, budgets, or key leadership decisions.
Some of the minority protections that are control-conferring according to the guidelines include approving or vetoing the appointment or dismissal of key executives.
In plain terms, the Commission is signaling closer scrutiny of veto-style rights and other levers of influence that can amount to control. Businesses should expect more predictable enforcement around minority stakes and structure deals accordingly.
Comments were due by 17 December 2025, with the final approach likely to shape transactions from 2026 onwards.
Click here to download the 23-page document:
Relevance to Auditors, Independent Reviewers & Accountants:
- The Competition Act is yet another piece of legislation that your clients must comply with, and which you must assess compliance with. If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
- As an auditor, independent reviewer and accountant, you need to consider publications and legislation that affect your relevant clients, e.g. minority shareholders.
- As a citizen, you should be informed and aware of publications issued by regulators, e.g. Consumer Commission – especially as it affects your relevant rights relating to minority shareholding.
Relevance to Your clients:
- An entity (company or close corporation) has a duty to comply with the Competition Act.
- Citizens should be aware of informed and aware of publications issued by regulators, e.g. Consumer Commission.