PUBLICATIONS
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VDMA Law Publications
RELIEF FROM OPPRESSIVE OR PREJUDICIAL CONDUCT IN TERMS OF THE OPPRESSION REMEDY PROVIDED FOR IN TERMS OF SECTION 163 OF THE COMPANIES ACT NO. 71 OF 2008
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,...
THE CONSEQUENCE OF NON-COMPLIANCE: UNDERSTANDING THE PENALTIES FOR VIOLATING THE PROTECTION OF PERSONAL INFORMATION ACT NO 4 OF 2013
In an increasingly interconnected world, the protection of personal information has become a paramount concern for individuals, businesses, and governments alike. By recognising the importance of safeguarding sensitive personal information and upholding the right to...
THE DUTY OF DIRECTORS OF A COMPANY TOWARDS THIRD PARTIES
Background: Prior to the introduction of the Companies Act No 71 of 2008 (“Companies Act”), duties pertaining to the directors (“Fiduciary Duties”) were governed by South African common law (“Common Law”). The Common Law stipulates that the directors must always act...
THE KEY ELEMENTS OF MEZZANINE FUNDING
Introduction In today's competitive business landscape, companies are often faced with challenges when it comes to raising capital for their growth and expansion plans. While traditional financing options such as bank loans and equity investments are widely available,...
THE EXTENT TO WHICH A COMPANY CAN INDEMNIFY A DIRECTOR IN TERMS OF THE COMPANIES ACT NO. 71 OF 2008
In carrying out their duties and functions, directors of a company are exposed to many risks and liabilities and it is important for directors to understand the legal rights and protections which they are afforded under South African law. One such protection mechanism...
THE CONSEQUENCE OF NON-COMPLIANCE: UNDERSTANDING THE PENALTIES FOR VIOLATING THE FINANCIAL INTELLIGENCE CENTRE ACT NO. 38 OF 2001
Background: The provisions of the Financial Intelligence Centre Act No. 38 of 2001, as amended ("FICA"), go beyond being a mere "add-on" to existing business procedures. To ensure effective compliance, businesses must develop well-defined documented processes and...
THE NEW EMPLOYMENT EQUITY AMENDMENT BILL – AN OVERVIEW OF THE KEY AMENDMENTS
Background: The Employment Equity Amendment Bill of 2020, which was passed by parliament on 17 May 2022, has now been signed into law by the president of the Republic of South Africa (“Employment Equity Amendment Bill”). The Employment Equity Amendment Bill makes...
AN ANALYSIS OF THE COMPANIES AND INTELLECTUAL PROPERTIES COMMISSION’S INTENTION TO IMPLEMENT A BENEFICIAL OWNERSHIP REGISTER
During October 2021, the Financial Action Task Force published its Mutual Evaluation Report of South Africa which evaluated the effectiveness of South Africa’s money laundering and terrorism financing measures (“Report”). The Report recommended, amongst other things,...
LAWFUL DISTRIBUTIONS IN TERMS OF THE COMPANIES ACT NO. 71 OF 2008
In terms of the Companies Act No. 71 of 2008 (“Companies Act”), a distribution, in broad terms, encompasses any direct or indirect transfer by a company of money or other property of the company (save for its own shares), whether out of capital or profits, the...
WHEN IS IT APPROPRIATE TO MAKE USE OF A SECTION 345 LETTER OF DEMAND?
Background: A letter of demand in terms of section 345 of the Companies Act No. 61 of 1973 (the “Old Act”) is a powerful tool for debtors who are owed an amount of money exceeding R100 (one hundred Rand) (“345 Letter of Demand”), however, creditors should be aware of...
THE IMPORTANT ROLE WHICH PRE-EMPTIVE RIGHTS PLAY FOR SHAREHOLDERS OF PRIVATE COMPANIES
Background: Pre-emptive rights give shareholders of a private company the right to acquire additional shares in a future issue or transfer of a company’s shares prior to those shares being offered to third parties. These rights are also known as “rights of first...
REGULATING CRYPTO ASSETS – IS IT THE BEST WAY FORWARD?
On or about 20 November 2020 the Financial Sector Conduct Authority (“FSCA”) took its first meaningful strides towards incorporating crypto assets into the South African legal framework by publishing a draft declaration (“Draft Declaration”) which declared crypto...