Irrevocable offers can be revoked in appropriate circumstances. A good example of this is where there is a material change in the subject...

“THE DISSENTING DIRECTOR” issued by the IoDSA Board Governance Forum (Institute of Directors South Africa) under “Guidance for...

Always use a “triple barrel shotgun” when taking security by asking the other contracting party for a “Guarantee, Suretyship &...

Whether or not an independent valuer’s valuation is said to be final and binding in the shareholder’s agreement (SHA), it is a good idea...

In any commercial negotiation, it’s a good idea to do a conduct a high-level due diligence at the very beginning into the consents,...

The appraisal rights under the South African Companies Act, 2008 allow a dissenting shareholder in limited circumstances to sell its...

Unless you can agree on a shareholder exit valuation formula, the best option is to make provision for agreement on the purchase price to...

In most countries, abstaining from voting at a Board meeting is not regarded as dissent. Dissent must be properly and appropriately...

Shareholder Activism in South Africa has long passed the threshold of asking a few difficult questions at the AGM. This Activism can and...

Break fees are not formally regulated in South Africa, but the TRP will allow payment of a break fee which must not exceed 1% of the...

When dealing with any person in financial difficulty it is important, if you want your contract to survive the Insolvency of that person...

If you want fiduciary duties owed by a particular director, who is also a co-shareholder, to survive his period of office, then you had...

CP’s can create complex situations, particularly when they relate to “other agreements” being concluded and becoming unconditional where...

Always make sure that you get shareholders approval where all members of Boards of group companies are conflicted. #boardsofdirectors...

When a preference share is in essence a “loan” the doctrine of simulation will be applied by our Courts. A non-payment indemnity given by...

At a time where funding and profit-sharing type arrangements are complex and converging, Funders should beware of the “in duplum rule”....

Be sure, before establishing an ESOP, that you carefully consider the tax consequences for employees/beneficiaries and have the financial...

If you are going to hold securities as defined in the South African Companies Act, 2008 (the Act)) on behalf of another person, be sure...

It is in the air until the SCA rules definitively on the topic, but for now in Johannesburg a share buy-back in terms of Sec 48(8)(b) of...

Get the documents signed before the funds start flowing; otherwise, you may have bought yourself a court case instead of what you...