The Companies Act 71 of 2008 introduced into South African law a provision which for the first time permits the board of directors to remove another director from office in certain instances. This provision is contained in section 71(3). Compared to the equivalent provision in some leading...

The chapter continues and advances our earlier research on ‘Board Models in Europe’.** We explore ‘The Structure of the Board of Directors’ with a view to the basic governance structure as provided by a board model vis-à-vis techniques of structuring the decision-making body, which can...

This review considers two recently published texts, Company Directors' Responsibilities to Creditors by Andrew Keay, hereafter identified as Keay's text, and Directors' Duties During Insolvency by Allens Arthur Robinson, hereafter identified as Allens' text. Where possible comparisons are drawn...

In the field of corporate insolvency law, European Union legislation has aimed to promote the availability and success of out-of-court restructurings for distressed businesses, an objective further supported by the 2019 Directive on restructuring and insolvency, which contains provisions that...

This article examines when it would be appropriate to hold a former director accountable for the appropriation of corporate opportunities which take place after his resignation from a company. It identifies and discusses various principles which may be deduced from the common-law jurisprudence...

This article examines the specific fiduciary duties of directors which apply when the board of directors removes a director from office under section 71(3) of the South African Companies Act 71 of 2008. The consequences of a breach of such duties is also examined, as well as the controversial...

The dialogue of the board and its chairman with investors is an established practice in many countries, such as the United Kingdom, the USA, the Netherlands, Belgium, France and recently also Germany. In the UK this dialogue covers the whole range of relevant board topics, certainly including...