This blog was co-authored by Adam Silberman, candidate attorney.
The Companies Amendment Act 16 of 2024 has made important changes in regard to the establishment, composition and reporting of a Social and Ethics Committee (SEC).
Establishment of a SEC
Regulation 43 of the Companies Regulations, 2011 has not been amended and still requires that the
In a milestone development for the legal, insolvency and business rescue communities, the Johannesburg High Court has announced the establishment of a pilot dedicated insolvency court. Effective from 14 April 2025, this initiative aims to streamline the handling of insolvency-related proceedings, providing a structured and expedited process for both applications and trials in insolvency and
The Companies Act, 2008 (Act) makes provision for shareholders to remove directors by ordinary resolution. Although the Act requires that notice of such a decision be given to the affected directors, and that the affected director may make representations at the shareholders meeting, the Act does not require reasons for the proposed removal
Following the judgment in Mashwayi Projects (Pty) Ltd v Wescoal Mining (Pty) Ltd (previously discussed here), the position is now clear that post-commencement creditors are entitled to vote on a business rescue plan.
The Supreme Court of Appeal’s decision underscored the distinct objectives of business rescue and liquidation proceedings. The differentiation is pivotal to
The pivotal judgment of the Supreme Court of Appeal in Mashwayi Projects (Pty) Ltd and Others v Wescoal Mining (Pty) Ltd and Others delves into the nuances of the Companies Act, 2008 and finds that post-commencement creditors have the right to vote on the adoption of a business rescue plan. The decision overturns a previous
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