South Africa’s Independent Watchdog

The Public Protector, otherwise referred to as a Public Defender or Watchdog, plays an integral part in strengthening the constitutional democracy of South Africa. Not all countries have the office of a Public Protector. The idea of a Public Protector originated in Sweden and was adopted by the Scandinavian countries in the 20th century. The [...]

CONFLICTS RELATING TO THE SHARE CAPITAL OF A COMPANY

The potential for conflict to arise in the dealings of a company are wide. One particular area where such conflicts may arise is where transactions through which share capital flows in or out of a company, more particularly those giving a return on share capital. A Such conflicts are likely to arise between creditors and [...]

THE INTERNATIONAL ARBITRATION BILL

International businesses are naturally attracted to certainty and predictability, especially in the wake of recent market uncertainty brought upon by the Brexit referendum. In light of this it is now an opportune time for South Africa to opt into the international standard for the resolution of commercial disputes. This is where the International Arbitration Bill [...]

Praque 2017

Pieter van der Merwe of VDMA Attorneys addressing an international audience on South Africa’s M&A landscape held in Praque on 02 June 2017                    

MICROINSURANCE – IS IT A GAME CHANGER?

What is microinsurance? And how does it differ from regular insurance which has existed, in various different forms, for thousands of years?  Microinsurance can be described as the protection of low-income people against specific perils in exchange for regular premium payments proportionate to the likelihood and cost of the risk involved.  It is generally intended [...]

THE VALIDITY OF PRE-INCORPORATION CONTRACTS

Whilst it is a generally accepted principle that a company does not exist as a legal entity until such time that it has been incorporated, for all intents and purposes however, prior to incorporation someone will be required to act on behalf of the company. In order for the process of incorporation to be completed [...]

THE REQUIREMENTS TO DISPOSE OF AN ENTERPRISE AS A GOING CONCERN

Section 11(1)(e)(i) of the Value Added Tax Act, No. 89 of 1991 (“VAT Act”) imposes that the following 3 (three) peremptory requirements must be satisfied in order for an enterprise to be disposed of as a going concern – the supplier and the recipient must, at the time of the conclusion of the agreement for [...]

THE BENEFITS OF MERGERS AND ACQUITIONS INSURANCE

Once viewed as a novelty, mergers and acquisitions (“M&A”) insurance, also commonly referred to as representations and warranties insurance, is increasingly becoming a valuable and popular tool that can help deals and transactions progress more smoothly. M&A insurance offers both buyers and sellers a solution which is designed to cover breaches in representations and warranties [...]

CAN A COMPANY BE COMPELLED TO SPILL OPEN ITS SECURITY REGISTER TO THE GENERAL PUBLIC?

Section 26(2) of the Companies Act No. 71 of 2008 (“Companies Act”) provides the general public with a limited right of access to a company’s records. This section in particular allows persons who do not have a beneficial interest in a company to inspect or copy the securities register of the company upon the payment [...]

HOW TO REMOVE DIRECTORS DURING A DEADLOCK

The board of directors of a company are responsible for managing the business and affairs of the company. However, disputes between directors and/or shareholders can lead to a deadlock on board and/or shareholder level. This can frustrate the board’s ability to effectively manage the business and affairs of the company. This article will briefly set [...]

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