Shareholders Agreements can regulate the following matters to provide for contractual certainty between shareholders: Deadlocks in Decision Making If there are deadlocks in decision making at the level of the board of a company or as between the shareholders, the way to resolve these deadlocks may be addressed in the shareholders agreement for instance by …
Firstly, we consider the distinction between a contract which is void ab initio meaning that there was no contract from the start and a voidable contract which means the consequences of the contract may be avoided. In terms of South African Law, a contract may be void due to: “Where the misrepresentation results in a …
What makes a Contract Void in South African Contract Law? Read More »
South African Contract Law The following will be considered in terms of South African Contract Law to ascertain the validity of a contract: ConsensusThere must be a meeting of the minds of the parties to a contract. It is difficult to ascertain the subjective state of the parties to the contract and accordingly regard will …
Proof of Contract South African contract law is “essentially a modernized version of the Roman-Dutch law of contract“, and is rooted in canon and Roman laws. In the broadest definition, a contract is an agreement two or more parties enter into with the serious intention of creating a legal obligation.[1] In practice attorneys come across …
WHAT IS CONSIDERED CONFIDENTIAL INFORMATION? For legal purposes, confidential information is information which is: useful in trade or industry; not public knowledge i.e. known to a restricted number of persons; and of economic value. South African Case law provides that: “For the applicant to succeed in this case it must establish that it has trade …
The Committee on the Financial Aspects of Corporate Governance, chaired by Adrian Cadbury, describes corporate governance as ‘the systems by which companies are directed and controlled’. Corporate governance includes the rules, practices and procedures of the Company which are meant to govern corporate behaviour. It seeks to balance the interests of its various stakeholders such …
Legal Principles impacting Contractual Damages The well-known principle in the legal profession providing that contracts freely entered by parties with capacity to do so are to be enforced (Pacta Sunt Servanda) has an influence on the determination of contractual damages in that the damages are intended to restore a plaintiff’s financial position to that which …
Prior Authorisation Section 57 and 58 of the Protection of Personal Information Act, 2013 (“POPIA”) On the implementation of POPIA, there was some confusion as to when prior authorisation applies in the processing of personal information. To err on the side of caution, one may have been tempted to apply in order not to end …
Management of the Affairs of a Company Subsection 66(1) of the Companies Act 71 of 2008 (“the Act”) provides “The business and affairs of a company must be managed by or under the direction of its board, which has the authority to exercise all of the powers and perform any of the functions of the …
Companies Act 71 of 2008 and Shareholders Resolutions Read More »
The commencement of the Companies Act 71 of 2008 (“the Act”) in May 2011 saw the introduction of legislation which was aimed at amongst other things, promoting growth and investment in South Africa. Previous legislation was found limiting in this regard. The Act addresses certain statutory corporate governance obligations for South African Companies. Corporate governance …
Company Law in South Africa & Corporate Governance of Companies Read More »
