ISSN: 2521-2575
Affiliations: Partner: Venable LLP, USA; Partner: Venable LLP, USA; Associate: Venable LLP, USA
Source: Journal of Corporate and Commercial Law & Practice, The, Volume 3 Issue 2, 2017, p. 79 – 81
None
ISSN: 2521-2575
Affiliations: None
Source: Journal of Corporate and Commercial Law & Practice, The, Volume 3 Issue 2, 2017, p. 52 –78
The topic of enforcement of offers for minority securities is somewhat novel to South African law. This article is intended to evaluate the mechanics which may be employed to ensure that offers for minority securities are fulfilled. The previous statutes contained certain measures regarding takeovers and mergers that were intended to enforce the Securities Regulation Code. The measures contained in this Code were wide enough to apply to numerous scenarios, including cases where there was general non-compliance with the Code or where there was failure to acquire minority securities. Conversely, the Companies Regulations of 2011 contain rules relating to the parties’ compliance with the requirements during acquisition, but without rules created to secure compliance post initial acquisition. As such, minorities may not have measures available to them to enforce their rights. However, the Companies Act 71 of 2008 specifies that courts may apply the common law to enforce the same legislation. The common—law measures that can be applied where the takeover rules are breached, are contained in the Securities Regulation Code on takeovers and mergers. Therefore, it is essential to evaluate whether the measures contained in the Securities Regulation Code on takeovers and mergers can be useful in forcing the defaulter to render adequate performance to minorities.
ISSN: 2521-2575
Affiliations: Senior Lecturer, University of the Witwatersrand, School of Law Johannesburg
Source: Journal of Corporate and Commercial Law & Practice, The, Volume 3 Issue 2, 2017, p. 31 – 51
This paper discusses section 136(2)(a) of the Companies Act 71 of 2008 in relation to executory contracts that a company, placed under business rescue, is party to. It evaluates the business—rescue practitioner’s authority to cancel or suspend obligations arising from these executory contracts after the commencement of these proceedings. This paper highlights the dangers related to the Business Rescue Practitioner’s broad discretion afforded by this section. It is argued that there was no need to differentiate between the common—law powers of the trustees and liquidators and the statutory powers of the business—rescue practitioner regarding executory contracts. It further illustrates that there are no useful guidelines on how the business—rescue practitioner ought to exercise his or her discretion when deciding to either suspend or cancel certain obligations arising from executory contracts that companies under business rescue are party to.
ISSN: 2521-2575
Affiliations: Partner, Slaughter and May, London; Associate, Slaughter and May, London
Source: Journal of Corporate and Commercial Law & Practice, The, Volume 3 Issue 2, 2017, p. 15 – 30
Notwithstanding the fact that the UK art market accounted for 21 per cent of the global art market in 2015 (with US$13.5 billion out of US$63.8 billion) and employed more than 40 000 people (as well as supporting 100 000 jobs through ancillary services, such as art fairs and auction sales), recent research suggests that the UK art—secured lending market is lagging behind similar lending markets of other countries, particularly that of the US. This paper investigates whether the England and Wales Law Reform Commission’s Report on the Bills of Sale Acts was a missed opportunity to stimulate the UK art—secured lending market.
ISSN: 2521-2575
Affiliations: None
Source: Journal of Corporate and Commercial Law & Practice, The, Volume 3 Issue 2, 2017, p. 1 – 14
Comparative application of law, for its own sake, does not help much in the quest for legal development. Legal scholars and jurists should guard against importing concepts of law merely because they sound interesting or worthy of acceptance. The quickest way to lose credibility in the application of the law is by importing legal concepts that have no relevance to the context within which they are applied. This article cautions against liberal and unrestrained use of comparative law and argues for the need for its judicious use.