Introduction
The general principle under section 129 (1) of the Companies Act
(the "Act") is that the business and
affairs of the company shall be managed by, or under the
supervision of, the Board. Section 129 (2) of the Act further
provides that the Board shall have all the powers necessary for
managing, and for directing and supervising the management of, the
business and affairs of the company i.e. without having direct
interference or oversight by shareholders. Section 130 of the Act
is a derogation from the usual principle in section 129 inasmuch as
it imposes a requirement for major transactions to be approved by
shareholders.
Major transaction
A major transaction is a transaction where a company purchases
or sells assets or incurs an obligation that has a value of greater
than half of the company's existing assets. Section 130
prescribes that where the value of the company's assets is
greater than half but less than 75%, the major transaction shall
have
