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Shedding light on sale and repurchase transactions

In the recent finding in Mercuria Energy Trading Pte Ltd and Mercuria Energy Group Ltd v. Citibank NA and Citigroup Global Markets Ltd [2015] EWHC 1481 (Comm) on 22 May 2015 the Commercial Court of London ruled on important principles of the sale and repurchase of commodities. The principle consideration is whether the bank has [...]

A Short Summary of the Environmental Liability of Directors and Shareholders

There is a vast scope of legislation pertaining to environmental and mining affairs. We will however only focus on the main acts, which specifically deal with the liability resulting from a breach of a company’s environmental obligations. The National Environmental Management Act No. 107 of 1998, as amended (“NEMA”), provide as follows: Any manager, agent [...]

The Retrospectivity of Deregistration and Reinstatement Processes of Close Corporations

In Reddy v Absa Bank (20096/2014) [2015] ZASCA 83 (28 May 2015), P Reddy the sole member of Missouri Trading Close Corporation (“Missouri”) appealed against a decision of the Kwa-Zulu Natal division of the High Court. The facts are as follows: Missouri was deregistered in terms of s 82(3)(a) of the Companies Act 71 of 2008 (“the [...]

Why Every Contract Should Include a Force Majeure Clause

The term force majeure can be directly translated to "superior forces". It is an expression used to describe a wide range of events such as an act of God or public enemy, fire, an explosion, earthquake, flood, storm or other adverse weather condition. It also applies to war, civil commotion, sabotage, riot, strikes, lock-outs or [...]

VDMA ranked as Top Law Firm in South Africa for Unlisted Transactions Deal Value for First Quarter 2015 by leading industry publication Dealmakers

The Ratings are as follows:   We would like to take this opportunity to say a big thank you to our valued clients who have entrusted us with their transactional work in the first quarter of 2015. We are again very grateful for your continued support and loyalty. Furthermore, we would like to thank our [...]

An overview on general notarial bonds (“GNB”)

A mortgage is classified as a limited real right and therefore the mortgage limits the rights of ownership of the mortgagor while providing the mortgagee with certain limited rights to the property. The mortgagor may accordingly not sell the property or burden it with servitudes without the mortgagee’s permission but the mortgagor is entitled to [...]

Final Liquidation Order does not dismiss Business Rescue opportunities

The process of business rescue as provided for in the Companies Act 71 of 2008 (“the Companies Act”), which although is still experiencing some teething issues, has become well established within business practice and has become a worthy alternative to the statutory norm of liquidation. One of the main topics in the business rescue process [...]

Suing a Foreign Company

Jurisdiction refers to the ability of a particular court to hear a matter which has been brought before it and to grant the appropriate relief in respect thereof. Generally, South African courts enjoy jurisdiction over persons (natural and juristic), resident or domiciled in the particular court’s geographical area or in respect of causes of action [...]

Is it a Sign(ature)?

When an agreement contains a non-variation clause, it is settled law that the agreement cannot be altered by oral agreement between the parties.  From the locus classicus this mechanism has become known as the Shiffren Straight Jacket and was later confirmed in the case of Brisley v Drotsky 2002 (4) SA 1 (SCA). In the [...]

Broad application of Section 197 of the Labour Relations Act

Section 197 of the Labour Relations Act No. 99 of 1995 (“the Labour Relations Act”) provides that if a transfer of a business takes place - the new employer is automatically substituted in the place of the old employer in respect of all contracts of employment in existence immediately before the date of transfer; all [...]

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