In Massyn v De Villiers NO and Others [2021] 3 All SA 578 (WCC), establishing an inquiry by liquidators into the affairs of a company in terms of s 417 of the Companies Act, is if deemed fit, acceptable and necessary for winding-up the affairs of the company and distributing its assets.

In Van Zyl v Auto Commodities (Pty) Ltd [2021] 3 All SA 395 (SCA), Section 154(2) of the Companies Act only precludes creditors from pursuing claims against the company after the business rescue plan has been implemented. It does not affect or extinguish the liability of a surety for the debt.

Directors wanting to address problems in financially distressed companies need to be proactive, diligent, and aware of all options available to them, including the option of business rescue, its value, and the importance of its timing.

To avoid wasting time and money on legal fees in seeking clarity from the courts, all necessary clauses, including a proper and elaborate vis major clause should be included and clear, in contracts of lease, especially those providing remedies in case a dispute arises.

A recent judgment in First National Nominees Pty Ltd and Others v Capital Appreciation Limited has, to a certain extent, provided much-needed clarity as to whether a company's acquisition of more than 5% of its issued shares is in fact a scheme, or merely subject to the procedural requirements thereof. Either way, are appraisal rights triggered when the company proposes such a buyback?

Astral Operations Ltd t/a Early Bird Farm - the proper interpretation of the terms of the contract between the parties with specific reference to allegations that ‘usual prices’ for goods sold were not the usual prices, and if lower, whether the contract was breached.

A reflection on conflicts of interest and misappropriation of corporate opportunity under modern Company Law in South Africa.

A force majeure is generally defined as “an act of God or man that is unforeseen and unforeseeable and out of the reasonable control of one or both of the parties to a contract, and which makes it objectively impossible for one or both of the parties to perform their obligations under the contract.”

A voluntary association of persons is an entity that is useful for those interested in conducting a business for a public-benefit purpose. Namely, because it is relatively straightforward and economical to use. This article informs readers about a voluntary association of persons by discussing its origins, the applicable law and why it is valuable for a group of persons aiming to achieve a common objective.

A force majeure is generally defined as “an act of God or man that is unforeseen and unforeseeable and out of the reasonable control of one or both of the parties to a contract, and which makes it objectively impossible for one or both of the parties to perform their obligations under the contract.”

Most businesses have been struggling to stay afloat and some have considered cutting the number of their employees while others are totally closing down as they have not survived the COVID 19 lockdown period. Before deciding on totally closing down your business or company you might want to consider a business merger with a company or business that offers or renders the same goods and services as yours.

The disruption caused by the global COVID-19 pandemic will have dire consequences for SMME’s, especially in the franchise sector. Franchisors need to consider measures to enable their franchisees to continue trading as “smoothly” as possible once the lockdown measures have been relaxed, while franchisees need to be compliant with their franchise agreements before expecting to receive assistance.

Force majeure is a common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, plague, or an event described by the legal term act of God (hurricane, flood, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract.

COVID-19 could lead to substantial losses being suffered by parties as a result of non-performance, but reliance on force majeure in such cases will depend on how it has been defined in their commercial agreements and what steps they have taken to mitigate the losses.

It is difficult to keep up with all the legal requirements your business must satisfy, which is why LexisNexis offers resources for three key legal areas that your business needs to be compliant in.

Legal Aspects of Financing Corporates covers the gamut of legal and taxation implications concerning the financing of corporates and will be of great use to postgraduate students in commercial law, corporate advisors, lawyers, in-house counsel, financial institutions and SARS employees.

There is a common misconception amongst many members of the public, and indeed the legal profession, that agreements in restraint of trade are invalid and unenforceable.

Cutting edge issues for South African boards of directors facing financial distress in 2019

South Africa has adopted many of the international core rescue principles applicable in foreign jurisdictions, creating a modern business rescue regime aimed at saving financially distressed companies, preserving employment and restructuring the discharge of debt.

Has BR in SA really brought about a company (debtor) friendly system that can compare with international best practice?