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A reflection on conflict of interest and misappropriation of corporate opportunity under modern company law in South Africa

Introduction According to South African company law, a director has a fiduciary duty to act in good faith and the best interests of the company. Several other duties flow from this duty, such as the duty to avoid a conflict of interests. The duty of a director not to appropriate…

Provided By SchoemanLaw Inc

by Nicolene Schoeman-Louw

Delving deeper into the territory of derivative actions

A derivative action is an action instituted by a person on behalf of a company to protect the legal interests of a company. It is...

by Batool Hayath

Delving deeper into the territory of derivative actions

The Removal of Directors and Delinquency Orders under the South African Companies Act

About this publication Removal of Directors and Delinquency Orders under the South African Companies Act is a comprehensive discussion and analysis of the removal of company directors. The South African Companies Act 71 of 2008 has introduced innovative remedies…

Provided By Juta

Drafting written resolutions – Important considerations

Calling meetings for the conclusion of transaction documents can be burdensome and unnecessary delays can negatively impact on a proposed transaction. The use of written...

by Martin Kotze and De Wet de Villiers

Drafting of share buyback agreements – Important considerations

In this article, we have a high-level look at some of the important aspects that must be kept in mind when drafting a Share Buyback...

by Martin Kotze and De Wet de Villiers

Mandatory completion by companies of the CIPC compliance checklist

The Companies Intellectual Property Commission (“CIPC”) has implemented a compliance checklist that all companies must complete. As of 1 January 2020, CIPC requires that, prior...

by Andrew Davidson and Lara Jansen van Rensburg

CIPC mandatory Compliance Checklist

Section 33(1) of the Companies Act 71 of 2008 (as amended) (“Companies Act”), states that every company must file an Annual Return. The Companies and...

Individual employees cannot rely on section 187(1)(c) of the LRA to claim that their dismissals are automatically unfair

Van Niekerk J recently held that s 187(1)(c) of the Labour Relations Act 66 of 1995 (LRA), which provides that a dismissal is automatically unfair...

by Nadia Froneman

When can you be held personally liable within your company and how can this be brought about?

Introduction When a corporation is registered, an individualistic entity separate from that of its shareholders is created. This enables the corporation to function under its own...

by Nicolene Schoeman-Louw

The Big Catch: They’ve resigned. Can they compete with my company?

So they’ve resigned – now what? Can the fiduciary duties as a director of a company extend post-resignation, and if so, to what extent? Are...

by Antonia Pereira and Yaniv Kleitman

The Big Catch: They’ve resigned. Can they compete with my company?

Piercing the corporate veil and your remedies

An important legal principle exists that few stakeholders consider or understand and allows for shareholders and directors who use the company structure to hide their...

by VDMA Attorneys

Piercing the corporate veil and your remedies

Deathly negligence and jail time for doctors, engineers and directors

A gynaecologist, practising in Witbank, recently received a five-year direct imprisonment sentence for negligently causing the death of a woman in labour. The sentence may...

by Pieter Conradie

Deathly negligence and jail time for doctors, engineers and directors

Delinquent directors and the shareholder – Director conundrum

Introduction The Companies Act[1] contemplates two distinct sets of instances in which a person may be declared delinquent, alternatively placed under probation. The wording of section...

by Caitlin Wilde and Paul-Michael Keichel

Delinquent directors and the shareholder – Director conundrum

Deal or no deal? Nine questions to ask when doing an M&A deal

In South Africa’s highly regulated corporate environment, anyone wanting to implement a transaction will have to keep their wits about them in making sure that...

by Etta Chang and Roxanne Bain

Deal or no deal? Nine questions to ask when doing an M&A deal

The liability of directors in cyberspace

Cyber risks are evolving on a near daily basis posing countless threats to companies, and accordingly, directors need to stay abreast of legal developments to...

by Berne Burger

The liability of directors in cyberspace

Knock knock knocking on jail’s door – Cartel conduct

The amendments to the Competition Act, 1998, which introduce criminal liability for cartel conduct, came into effect on 1 May 2016. The amendments introduced criminal...

by Ahmore Burger-Smidt

Knock knock knocking on jail’s door – Cartel conduct

Can directors of state-owned companies be held to account by the SA public?

South African President Ramaphosa admitted in his state of the nation address that state-owned enterprises “are experiencing severe financial operation and governance challenges”. He continued...

by Nastascha Harduth

Can directors of state-owned companies be held to account by the SA public?

Removing directors of a company

The Companies Act, 71 of 2008, requires that the business and affairs of any company be managed by or under the direction of its board,...

by Brian Kahn Inc Attorneys

Removing directors of a company

Proactive attorney wins 2017 Best Article Award

Johannesburg attorney, Emile Myburgh’s article on ‘Holding delinquent directors personally liable’ has won him the 2017 LexisNexis Prize for Legal Practitioners for the best article...

VAT and employees’ tax in regards to non-executive directors

The question in regards the requirement to deduct employees’ tax from the remuneration paid to non-executive directors (NED), or whether the NED would be required...

by Ettiene Retief

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