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So far pietervdm has created 284 blog entries.

Suretyship vs Guarantee

Suretyship and guarantees are important mechanisms in our economy. They act as a safety net for transactions both big and small. This begs the question: what is the difference between a guarantee and a suretyship? The main distinction, which will be discussed in more detail below, is that the suretyship is based on accessory liability [...]

The implementation of schemes of arrangements, as fundamental transactions

A fundamental transaction is one which fundamentally alters a company. One such transaction is a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 (“the Act”). A scheme of arrangement is a binding agreement entered into between a company and its shareholders as a legal mechanism to effect [...]

‘Fair value’ in light of the Delaware Decisions

Many developed countries (including Canada, New Zealand and all the states in the United States of America) have adopted the remedy of dissenting shareholders’ appraisal rights. The remedy is an innovation to the South African company law landscape and was recently provided for in Section 164 of the Companies Act No. 71 of 2008 (“Act”). [...]

The Corporate Opportunity Rule

In sharp contrast to the non-profit rule is the common law corporate opportunity doctrine which finds its application in South African company law in instances where a director misappropriates and exploits for himself, an economic opportunity of the company. Such an opportunity is said to be a ‘corporate opportunity’ or one which is the ‘property’ [...]

When must a foreign company register as an external company in the Republic South Africa?

Section 23 of the Companies Act No. 71 of 2008 (the “Companies Act”) provides that a foreign company must be regarded as “conducting business, or non-profit activities, as the case may be, within the Republic” if that foreign company: is a party to one or more employment contracts within the Republic of South Africa; or [...]

Looking back at 2015

  Looking back at 2015, we are once again astonished by the excellent year we have enjoyed! It is our privilege to serve and add value wherever possible, and we are humbled by the continued support we receive from our loyal clients.   Some of VDMA’s highlights for 2015:   1. We were ranked No. [...]

Investing: Direct shareholding vs Partnerships

  Direct Shareholding Incorporation of an investment company which will acquire for instance real estate properties (“Investment Company”) The investors acquire a direct shareholding in the Investment Company The shareholders agreement and the Investment Company memorandum of incorporation (collectively “the Constitutional Documents”) will regulate the relationship between the shareholders inter se and between the shareholders [...]

Same Same but Different

The doctrine of the undisclosed principal is an age old doctrine that has troubled many legal minds over the years. It has been described as odd, anomalous, unsound and inconsistent with legal principles not only in South Africa but also in England. Despite the constant battle associated with the implementation of this doctrine, our courts [...]

Your rights and remedies in respect to access to company information in terms of the Companies Act

Section 26 of the Companies Act No. 71 of 2008 (“Companies Act”) a person who holds or has a beneficial interest in any securities of a profit company or who is member of a non-profit company has the right to inspect and copy, without any charge for such inspection or upon the payment of no [...]

All things MOI

A Memorandum of Incorporation (“MOi”) is the founding document required for the formation of a company in terms of the new Companies Act 71 of 2008 (“Act”). There are virtually no bounds when it comes to what to include in an MOI and MOIs often vary in degree from company to company. Any provision may [...]

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