Best Interest of the Company

Legal Question: The term “best interest of the Company” does that only refer to the shareholders of the Company as a collective group or does it include the other stakeholders such as employees, creditors and the community in which the Company operates? If the term “best interest of the Company” does include all stakeholders of [...]

Expert Determination, another form of Alternative Dispute Resolution

Expert determination is a procedure by which the parties to a dispute appoint an independent and neutral expert to determine the dispute in private. It is used as a confidential alternative to arbitration or civil proceedings and allows the disputing parties trade secrets and other sensitive information to be kept out of the public domain. [...]

Standard MOI Users Beware !

  Most legally savvy business owners (and hopefully all commercial attorneys) know better than to have the governance of a company subject to an out-of-the-box memorandum of incorporation (MOI), courtesy of the Companies and Intellectual Property Commission (CIPC). However, those with unmitigating faith in the ‘default’ position would do well to be mindful of its [...]

Announcement Dealmakers Results – First Half of 2013

We would like to take this opportunity to express our appreciation for your valued support and to proudly announce that we have just been ranked 3 rd for “Mergers and Acquisitions by deal flow” and 5 th for “Mergers and Acquisitions by deal value” in the whole of South Africa by “Dealmakers” in their latest [...]

Selling and Transferring Shares in terms of the Companies Act, 2008

The purpose of this article is targeted at persons purchasing shares in a private company and which private company has elected to evidence its shares by means of share certificates. When buying shares in a private company, one must be particularly careful to ensure that ownership of the shares is properly acquired before parting with [...]

Suppliers, Be Aware of Your Implied Warranty

The term "warranty" is an importation from English law terminology and generally refers to a term of a contract as opposed to a mere puff or representation. A warranty is a term whereby a party assumes contractual liability for the existence of a certain state of affairs or the occurrence of an event. It can [...]

Delinquent Directors – the first reported decision in which a person has been declared a delinquent director

The Companies Act 71of 2008 provides for a court application to declare a director delinquent or have him placed under an order of probation, specifically section 162. The Act allows the following ‘persons’ to make such application: a company, a shareholder, director, company secretary, prescribed officer, a registered trade union representing employees of the company [...]

Disclosure of Directors Personal Financial Interest: A certain necessity!

In terms of the common law all contracts between a director and the company is voidable at the instance of the company (see Phillips v Fieldstone Africa (Pty) Ltd, 2004 case). Approval of the contract by the other directors cannot suffice. A director cannot have an interest in a contract with the company, whether direct [...]

The Many Benefits of understanding Company Law

  When it comes to running a business, millions of people simply try to do it without any sort of legal consultation. Many end up becoming successful after a few years and then they realize that there are a lot of things that they haven’t complied with completely. It’s the complications that come through breaking [...]

Membership application successful

Background SCG Legal is a seamless global network of over 145 of the legal profession’s preeminent independent law firms, with more than 11,500 attorneys in nearly 450 offices around the world. By uniting skills, expertise and influence, the member firms of SCG Legal help leading and growing companies in every industry navigate a complex and [...]

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