Introduction: In the intricate landscape of corporate governance, two foundational documents play pivotal roles in shaping the rights, obligations, and relationships within a company and its key role-players, namely the memorandum of incorporation and the shareholders' agreement. Understanding the difference between...

In the dynamic realm of contemporary economies, innovation serves as a fundamental driver of progress, economic expansion, and international competitiveness. Acknowledging the crucial role of innovation in advancing sustainable development, South Africa embarked on a significant initiative by enacting the Technology...

Background: Recording and maintaining a company’s records is paramount when it comes to ensuring corporate governance and compliance with the Companies Act No. 71 of 2008 (the “Companies Act”). Section 24 of the Companies Act sets out specific guidelines, forms and standards that a company is required to adhere to...

Background: The inherent powers of a South African court to set aside a resolution (“Resolution”) concerning a statutory merger or other fundamental transaction, being a transaction as contemplated in Chapter 5, Part A of the Companies Act No. 71 of 2008 (“Companies Act”), are subject to specific conditions as...

Background: When engaged in matters concerning takeovers and offers, it is essential to recognise that this domain of corporate law predominantly pertains to transactions that result in, or have the potential to result in, the alteration of control in a regulated company. It also pertains to transactions amounting to...

Background: The South African corporate landscape is set for transformation with the impending Companies Act Amendment Bill 2023 (“Amendment Bill 2023”), currently published for public comment, particularly in relation to the regulations governing share buy-backs. The Amendment Bill 2023 brings a welcome...

Background: The Takeover Regulation Panel (“TRP”) plays a crucial role in regulating corporate transactions in South Africa, ensuring fairness and transparency for shareholders in dealings involving regulated companies. Regulated companies, as defined in section 118 of the Companies Act No. 71 of 2008 (“Companies...

Background: The main function of a social and ethics committee (“S & E Committee”) is to, amongst other things, monitor a company’s social and economic development. Any private company that has during any 2 (two) of the previous 5 (five) years scored above 500 (five hundred) points in terms of its public interest...

Background: The Financial Markets Act No. 19 of 2012 (“Financial Markets Act”) sets out, as its purpose, to ensure that South African financial markets are efficient, fair and transparent. Furthermore, to increase the confidence in the South African financial markets and to reduce systematic risk. The Financial...

Background: Section 163 of the Companies Act No. 71 of 2008 (“Companies Act”) contains provisions regarded as the ‘oppression remedy’ which can be utilised by both shareholders and directors of a company. Section 163 of the Companies Act provides, in broad terms, relief to shareholders and directors for prejudicial...