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 [...]

Shareholders’ vote on Executive Remuneration

Executive remuneration continues to come under intense scrutiny from all levels and whilst large listed companies tend to exercise more restraint when considering the pay levels of their CEOs and executive committee members, the subject of executive’s remuneration remains a contentious one. The Companies Act 2008 (“Companies Act”) contains numerous provisions relating to executive remuneration, [...]

WILL YOU GO OUT GUNS BLAZING?

Most business alliances start off with optimism for a successful business relationship. But, what happens when two or more partners find themselves in a dead lock position and are no longer willing or capable of continuing with the business relationship? Conflicts over material decisions can be crippling for the success of a business. It is [...]

More red tape when purchasing a Shelf Company

Persons often make use of shelf companies when starting a new business or restructuring a group of companies. A shelf company is a company that has already been registered with the Companies and Intellectual Property Commission and is ready to conduct business. It is often used when persons do not want to incorporate a company [...]

Why should businesses understand Smart Contracts?

Smart contracts are receiving significant attention from businesses across a broad range of industry sectors - and for good reasons. But what are smart contracts and why is it imperative that businesses understand what a smart contract is? Smart contracts are computing programs that automatically self-execute the terms of a contract following the fulfilment of certain [...]

The role of creditors during business rescue proceedings

Chapter 6 of the Companies Act, No. 71 of 2008 (“Companies Act”) allows for companies to enter into business rescue proceedings with the aim to assist the rehabilitation of a company that is financially distressed. Such rehabilitation involves the development and implementation of a business rescue plan which provides for the restructuring of the company’s [...]

From “Brexit” to “Frexit”: A South African perspective

The term “Brexit” refers to the referendum held in June 2016 in terms of which the majority of British citizens voted in favour of exiting the European Union (“EU”). The referendum caused the British pound to fall to its lowest level in decades. Although the referendum is not legally binding, it does indicate that the [...]

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