This article explores the unique way in which the disqualification of company directors is provided for in the South African Companies Act 71 of 2008. Not only is the terminology of ‘delinquent director' or ‘director under probation' unique, but there are also several peculiar aspects...

Chapter 4 of the Companies Act provides for public offer regulation. Once an offer of securities to the public is envisaged, mandatory disclosure requirements together with increased liability provisions apply in an attempt to exert ex ante regulatory control through the enabling and deterring...

The aim of this note is to explore some of the requirements in the case of a subsidiary acquiring shares in the holding company and also to address some of the issues in respect of a non-compliance with the statutory requirements

Corporate governance is a broad concept and includes not only the common-law and statutory duties of directors, but also refers to the codes of practice of various (usually extra judiciary) entities The difference between these two meanings is that the former includes possible liability under...

The birth of the Companies Act 71 of 2008 (“the Act”) was discussed by Delport “Companies Act 71 of 2008 and the ‘Turquand' rule” 2011 THRHR 132. The dangers inherent in the transplantation of foreign rules on the common law were mentioned by him. To ignore the development of an Act...

Capacity and representation of a company are some of the most important principles of company law as this is the interface with the outside world, and certainty for the company and third parties should be a given. However, in practice this has never been the case and the concepts have been...

The basic principles are that if there is an offer, if the offer is in respect of securities, and the offer is made to the public, the offer in the primary market must be accompanied by a prospectus and in the secondary market it must be accompanied by a written statement (ss 99 and 101 of the...