In terms of the South African Companies Act, 2008, it is the Board, collectively, that has the power to act. Individual directors do not...

You can only exercise your rights under a contract successfully if you follow the procedure outlined in the contract which enables you to...

Board minutes are very important as they are a key part in a company’s good governance regime. #boardsofdirectors #mergersandacquisitions...

The simple reason for directors not being able to appoint a “proxy” and to tell the “proxy” how to vote is that their appointment comes...

Unbundling of equity shares in terms of Sec 46 of the South African Companies Act (the Act) often takes place to improve efficiencies...

Notice of a breach must be unequivocal and must comply strictly with the terms of the contract if you want it to support a valid...

While the sharing of board members can create a problem where conflicts of interest arise, do not assume that every transaction between...

In terms of the South African Companies Act 2008, an alternate director may only be appointed if the MOI makes provision for a director...

With a growing increase in exemption applications coming in to the South African Companies Tribunal (Tribunal) from Social & Ethics...

With the enactment of Sec 20(9) of the South African Companies Act of 2008 (Validity of company actions), which only requires an...

An exception to the application of the Turquand Rule in South African Company Law (which protects persons from being affected by a...

When dealing with a director of a South African registered company (who is not the MD/CEO), make sure that the director concerned has...

Final guidelines have been published by the Competition Commission of South Africa (the Commission) during September this year (New...

Be aware that a shareholder may apply to Court in terms of the South African Companies Act for appropriate relief if certain conduct is...

Even if shareholders have approved a special resolution, a company may not implement the same without court approval in certain...

Two or more shareholders may propose resolutions for approval at a shareholders meeting as long as those resolutions relate to matters on...

Every South African company is legally obliged to keep minutes of meetings of the board and any of its committees and which include any...

Consider the appointment of a “shadow board” of younger executives with appropriate terms of reference to govern its structure, purpose,...

Don’t forget that “distributions” also include the incurrence of a debt or other obligation or a forgiveness or waiver of a debt or other...

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