Background: The Companies Act No. 71 of 2008 (“Companies Act”) defines a director as either a member of the board of a company, as contemplated in section 66 of the Act, or an alternate director of a company and includes any person occupying the position of a director...

VDMA is excited to announce that it will be opening a new office in Stellenbosch during the course of September 2022. Stellenbosch has increasingly become the top destination for specialist service providers and decision makers in business. It is therefore the...

Until recently, South African investors contemplating foreign investments were required to take note of the South African exchange control regulations in order to avoid a potential pitfall, namely creating a loop structure. Loop structures come into existence when a...

Background: The Protection of Personal Information Act No. 4 of 2013 (“POPIA”) was signed by the President of the Republic of South Africa (“RSA”) on 19 November 2013 with the first of its provisions coming into effect on 11 April 2014, and the majority of the...

A share buy-back, also commonly referred to as a share repurchase, is a process whereby a company buys back its own shares from its shareholders, whether by agreement or by virtue of a scheme of arrangement as contemplated in terms of the Companies Act No. 71 of 2008...

Section 186 of the Companies Act No. 71 of 2008 (“Companies Act”) stipulates, amongst other things, that one of the main objectives of the Companies and Intellectual Property Commission (“CIPC”) is the efficient, effective and widest possible enforcement of the...

In terms of the Companies Act No. 71 of 2008 (“Companies Act”), if a company wishes to restrict the nature of its business or powers, or limit the amendment of any provision of its memorandum of Incorporation (“MOI”), the company’s MOI must be amended to reflect this...

The South African corporate finance landscape provides financiers with various options when it comes to securing their loans, and financiers are often faced with difficult decisions regarding which vehicle or structure is best suited to provide finance facilities to...

Garden leave clause: A garden leave clause is a clause which typically requires an employee to remain away from the workplace during part or the whole of their notice period either for termination of employment or dismissal. During such garden leave period the...

Since the commencement of the Companies Act No. 71 of 2008 (“Companies Act”), companies and their legal advisors have been plagued by the question as to whether or not all share buy back transactions in excess of 5% (five percent) of the company’s issued share capital...

Background: The Companies Act No. 71 of 2008 (“Companies Act”), provides certain mechanisms to aggrieved minority shareholders of a company which can be utilised when such shareholders wish to seek relief. It is not rare for minority shareholders to find themselves in...

Sale of asset and sale of business agreements are commonly found in the South African commercial landscape and the provisions of the Companies Act No. 71 of 2008 (“Act”) are closely linked with such agreements. More specifically, there are specific provisions of the...