Full disclosures of conflicts of interest must be made by board members otherwise ratification may prove invalid or the Court may not...

The sharing of board members amongst companies in the group is a common occurrence and so it is important to have an independent...

Always remember that a guarantee creates a secondary obligation which only arises if the principal party fails to perform under the...

Make sure you hold a shareholders’ meeting to approve share buy-back transactions for South African registered companies. A round-robin...

According to the SCA decision in the Consol Glass matter (Case no 1010/2019), it may be argued that a conventional loan is not a...

South African Exchange Control Regulations place certain limitations on the manner and extent to which RSA resident shareholders may hold...

The entitlement to conduct a financial, legal, tax and/or technical due diligence is a matter for negotiation and not a bidder’s right....

The High Court decision in what is known as the “Steinhoff Case” was based on the view that, save in special instances (one of which...

In a private company it might be best to ask shareholders to waive their rights under section 164 (Dissenting shareholders appraisal...

The right of shareholders to remove a director of a company registered in South Africa for any reason by a simple majority vote is...

Where there is no choice of law provided for in a contract, the Court will determine if there is a tacit choice of law. Where there is no...

The long-held view that shareholders of a company are not required to give reasons when removing a director pursuant to Sec 71(1) & 71(2)...

Nominee Directors are no different to other directors when it comes to fiduciary duties owed to the company whose board they serve on....

No matter what you call it, if it legally constitutes a partnership then it is one. Same goes for many other things. #boardsofdirectors...

When dealing with foreign companies the Court's will adopt a "broad Interpretation" to Sec 45 (Financial Assistance) of the South African...

Endorse Share Certificates as “Non-Resident” wherever applicable. The Excon Dept of your Bank can do it for you. That way you will avoid...

If you want to avoid the common law consequences of the termination of a mandate, then you had better provide for this specifically in a...

The crux of a repudiation is demonstrating an intention not to be bound by the contract. Exercising a right to justifiably withhold goods...

As a director you must take full responsibility for your own actions. You cannot escape liability by attempting to hide behind the...

Make sure that your MOI makes specific provision for when a shareholder may call for a shareholders meeting with fixed time periods and...