Ben Mpofu is a member of Ebenezer (Pvt) Ltd, a company registered in terms of the Companies Act(Chapter 24:03) and carrying its business activities in Zimbabwe. Mpofu has a 15% stake in the company's shareholding where the other two members Snob and Hawker own the remainder. On the 15^th of January 2014 the company properly convened a general meeting and passed a special resolution approving the sale of the company's major assets or undertaking. Mpofu disagreed with the proposed sale of the company's undertaking on the grounds that the assets had not been properly valued.

However, the other shareholders, who constituted the majority, advised him that the resolution was binding since it had been passed at a properly convened meeting of the shareholders. Alternatively, the shareholders intimated that if Mpofu still insisted on opposing the asset disposal deal, he was free to sell his shares, but to no one except them as per the shareholder agreement relating to the disposal of shares, duly agreed to on the 26^th of June 2006.According to that agreement a shareholder desirous of disposing of his shares would accord the other shareholders a right of first refusal. The value at which those shares would be disposed of will also be determined by the acquiring shareholders. Although Mpofu did not object to the selling of his 15 % stake in protest against the company asset disposal deal, he strongly objected to the value attached to his shares and the arbitrary nature by which those shares were supposed to be disposed of. He further alleged corporate bullying by the majority shareholders in trying to coerce him to sell his shares and to submit to their unfavourable terms.

(a) Discuss the legal issues arising from the facts above and advise Mpofu on the possible legal remedies, if any, available to him.

[10 marks]

b) Discuss various challenges likely to be encountered by an aggrieved minority shareholder in trying to sue the majority shareholders.[5 marks]

c) In what ways is the rule in Foss v Harbottle related to the concept of legal personality as espoused in the monumental case of Salomon v Salomon(1897) AC 22? Explain your answer.