High Court Rejects Abel Ng’andu’s Attempt to Take Control of Company
The High Court has rejected a bid by businessman Abel Ng’andu to take control of Ng’andu Consulting Limited, dealing a setback to his efforts to influence the company’s operations.
In a ruling delivered on April 15, 2026, at the Commercial Registry in Lusaka, High Court judge Lastone Mwanabo found that Ng’andu’s application did not meet the legal requirements under the Companies Act. He had sought permission to bring a derivative action on behalf of the company — a move the court found unjustified.
Ng’andu, who owns a 51% stake, argued that other shareholders and directors had repeatedly failed to attend meetings, making it difficult to pass key decisions. He asked the court to allow him to act alone in forming a quorum and making changes to the company’s leadership, including appointing and removing directors and a company secretary.
The opposing parties pushed back, saying the move was aimed at tightening his grip on the company while sidelining other stakeholders. They acknowledged skipping some meetings but said this was in response to proposals they believed were designed to replace current directors with individuals closely linked to Ng’andu, including a relative they considered unsuitable.
The court sided with the respondents, stressing that derivative actions are meant to protect a company’s interests — not to settle internal power struggles. It made clear that such legal avenues cannot be used to bypass proper corporate procedures or gain control where other mechanisms exist.
In its ruling, the court also noted that the Companies Act provides alternative solutions when meetings cannot be held, including involving the Registrar. Ng’andu’s approach was therefore seen as both inappropriate and procedurally flawed.
Legal observers say the decision reinforces a key principle: holding a majority stake does not give a shareholder the right to override governance rules or silence opposing voices.
The ruling leaves Ng’andu with limited options for now and puts a spotlight on ongoing governance issues within the company. It also sends a broader message that corporate disputes must be handled within established legal structures, not through attempts to bend them.
