Abstract
There are many controversial views on the issue of holding the directors personally liable to holders of securities. While some people believe that the directors can only be held liable to the company, some believe that under certain circumstances, the directors should be held liable to holders of securities. The interpretation of the Companies Act 71 of 2008 has constantly created an impression that the liability of directors is only to the company and not towards holders of securities. However, there have been various attempts by holders of securities to hold the directors personally liable for the losses they have incurred. Reliance has mostly been on section 218(2) of the Companies Act, which has revealed several times that holders of securities cannot (under this provision) hold the directors liable for the losses they have suffered. The attempts by holders of securities to hold the directors liable are unlikely to stop, and there are still uncertainties. Thus, this dissertation evaluates the feasibility and implications of holding the directors liable to holders of securities under section 161.