The Transfer of Uncertificated Securities

Section 53 of the Companies Act No. 71 of 2008 (“Companies Act”) provides for the transfer of uncertificated securities in an uncertificated securities register. The Companies Act states that the transfer of uncertificated securities may only be effected by a participant (a person duly authorized by a licensed central securities depository to perform custody and [...]

Beware the Big Bad “Corruption Act”

Corruption is a plague which manifests itself in theft, bribery, extortion and other corrupt activities. Corruption affects every nation and in particular, it has been determined that approximately ZAR700 billion has been lost to corrupt activities over the last 20 years in South Africa. The South African legislator’s answer to the rampant corruption was the [...]

The Legal Regulation of Bitcoin

A Bitcoin is a cryptic bundle of data that can be used to make digital payments and it forms part of the wider specter of virtual currencies. A Bitcoin is a decentralised, virtual cryptocurrency that lingers predominantly beyond the ambit of the banks and the government. Willing participants can use Bitcoins to buy and sell [...]

Not All Shares are Created Equal

Not All Shares are Created Equal   R Jooste and J Yeats in the second edition of Contemporary Company Law states that a company has “almost unlimited freedom to create the capital structure it desires and in so doing to structure the rights of each of its various classes of shares in an almost infinite [...]

The Appointment of Audit Committees

Section 94 of the Companies Act 71 of 2008 (“Companies Act”) requires that public companies and state owned companies appoint an audit committee. In addition, any other types of companies (either private company, personal liability company or non-profit company) that provide for the appointment of an audit committee in their Memorandum of Incorporation, must comply [...]

Proposals For Amalgamations Or Mergers

Section 113 of the South African Companies Act No. 71 of 2008 (“Companies Act”) regulates the proposals of amalgamations or mergers of companies in South Africa. The Companies Act provides that amalgamation or merger can be proposed between two or more profit companies including a holding company and its subsidiary companies. The Companies Act provides [...]

The Participation of Institutional Shareholders in Corporate Governance

Shareholders, and more particularly institutional shareholders, can play an important role in ensuring that companies adhere to sound and effective corporate governance standards.  Institutional shareholders are particularly important to the purchasing of shares, as they can afford to buy a larger volume than individual investors.   The board of directors of a company perform certain [...]

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 [...]

Load More Posts