This blog was co-authored by Adrienne Hendricks, Candidate Attorney.
In an October 2024 High Court judgment, the provision of the Companies Act regulating decisions taken by the board, other than at a board meeting, was interpreted to align with the prohibition on directors with conflicting personal financial interests from participating in board meetings.
Two out
In September 2024 the High Court underscored the fundamental differences between guarantees and suretyships and the implications of business rescue proceedings on these financial instruments.
The principal debtor was indebted to the bank and had been placed under business rescue. These debts were guaranteed by the respondent as an independent, principal obligation. The respondents renounced
This blog was co-authored by Jos Fogle, Candidate Attorney.
In August 2024, the High Court found that a shareholder does not have the authority to institute legal proceedings on behalf of the company it is a shareholder of without (1) a resolution from the underlying company’s board of directors or (2) express authority in the
This blog was co-authored by Sebenzile Magagula, Candidate Attorney.
A claim http://www.saflii.org/za/cases/ZANWHC/2023/102.html was dismissed by the High Court on the grounds that the respondent lacked the requisite legal standing to litigate on behalf of her husband who was the party to the contract sued on.
The claimant sued for delictual damages arising from failure by
On 24 May 2023, the Minister of Trade, Industry and Competition published the Companies Amendment Regulations, 2023 (Amendment Regulations). The Amendment Regulations were drafted in consultation with the Companies and Intellectual Property Commission (CIPC) to align the Companies Regulations with the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (General Laws Amendment
This blog was co-authored with Thokola Zungu, Candidate Attorney.
When a company in business rescue is a creditor of another company in business rescue, the right to vote on the business rescue plan for the debtor company vests in the business rescue practitioners of the creditor company and not in its board of directors.
This blog was co-authored by Bongubuhle Sibanda, Candidate Attorney
During the lifespan of a company, there are occasions when a director is unable to perform their functions as envisaged in the Companies Act, 2008. Despite such occasions, the business operations cannot be halted. It is in these instances that an alternate director may take up
This blog was co-authored by: Zinhle Mdluli, associate designate
Section 75 of the Companies Act states that if a director has a personal financial interest in a matter that has been tabled at a board meeting, that director has a duty to disclose their interest and any known material information relating to the matter and
This blog was drafted by John Bell, Director.
The approval of schemes of arrangement in terms of section 115 of the Companies Act, 2008 is becoming more prevalent in the field of mergers and acquisition as well as financial restructurings. They are as such receiving more scrutiny from our courts.
In a recent matter the
This Supreme Court of Appeal judgment confirms that the common law derivative action is available to members of close corporations.
The common law derivative action was abolished in section 165(1) of the Companies Act and replaced with a statutory derivative action for companies.
Sections 49 and 50 of the Close Corporation Act do not exclude