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Must the resolutions of trustees be in writing in order to be valid?
Where a debtor pays a debt and goes insolvent within six months, the recipient may, in certain circumstances, be obliged to repay the amount into the debtor’s insolvent estate.
The reckless and fraudulent trading provisions of section 424 of the repealed Companies Act of 1973 still apply where the company in question is being wound up as insolvent.
The Companies Act 2008: the disposal of a company's property after the commencement of winding-up is void unless a court orders otherwise.
Does a party to a proposed contract have a duty to disclose to the other party everything he knows that is material to the contract?
When are communications 'without prejudice' and what does this mean?
The Constitutional Court affirms that a court cannot grant an order of sequestration unless there is a reasonable prospect of an advantage to creditors.
Witnesses at a section 417 inquiry into an insolvent company are obliged to answer incriminating questions and produce documents, even if incriminating.
The Companies Act 2008: the impact of business rescue on the company's sureties.
The Companies Act 2008: an unpaid creditor applying for the winding-up of a debtor company need not show an advantage to creditors.
Section 424 of the (repealed) Companies Act 1973 continues to apply, but only in the winding of an insolvent company.
The complex transition from the old Companies Act of 1973 to the new Companies Act of 2008.
The prescription of a claim in terms of section 424 of the Companies Act 1973 that the directors of a debtor company are personally liable for its debts.
In what circumstances will an association that purports to be a common-law universitas fail to qualify as such?
Is a life assurer entitled to delay payment on a life assurance policy pending police investigations into the death of the insured?
Companies Act 2008: the Supreme Court of Appeal interprets the "oppression" section.
Liability can be imposed under the new Companies Act 2008 in respect of conduct that occurred before that Act came into force on 1 May 2011.
Shareholders are not subject to a fiduciary duty to act in the interests of the company and are entitled to advance their selfish interests.
Companies Act 2008: a director can be removed from office either by a resolution of the shareholders' meeting or by a resolution of the board.
If permitted by the company's memorandum of incorporation, the board can refuse to consent to a transfer of shares without giving reasons, and such a refusal will seldom constitute 'oppression'.
The criteria to be satisfied by an insolvent debtor who wishes to make a voluntary surrender of his assets to creditors.
The Companies Act 2008: a director's liability for damages contrasted with a director's being declared delinquent.
The race between a struggling company's creditors to liquidate it, and directors or employees who want the company to embark on business rescue.
An appeal against a court judgment suspends the judgment unless the court orders otherwise, except in the case of an appeal against a tax assessment.
The philosophy of the new Companies Act - the liquidation of a company is a remedy of last resort
Is a company that is being kept afloat financially through loans from its sole shareholder liable to be wound up by a creditor as "unable to pay its debts"?
"Insurable interest": traps for an unwary shareholder when insuring the company's property.
The liability of agents and directors who make a secret profit from their position of trust.
Winding up a solvent company under the Companies Act 2008.
A business plan that is not unanimously approved can be salvaged where those in favour buy out the voting interests of those who are opposed.
The judgment in the Madoff case clarifies a director's duties in the context of a modern company.
The disposal of a deceased member's interest in a close corporation.
The criminal liability of company directors.
The right of a director to contest a resolution of the board removing him from office
Chapter 14 of the now-repealed Companies Act of 1973 continues to apply to the winding up of insolvent companies
The right of a director to contest a resolution of the board removing him from office
Chapter 14 of the now-repealed Companies Act of 1973 continues to apply to the winding up of insolvent companies
Where a wrong is suffered by the company, the company is the only proper plaintiff
The oppression section of the Companies Act provides the most important statutory protection of shareholders' rights.
The limited protection afforded to a seller by a voetstoots clause in a contract of sale
A company can ratify a contract made on its behalf before it came into existence
A defendant’s entitlement to security for its legal costs where the plaintiff is a company or close corporation
The strengths and weaknesses of the new Companies Act as regards pre-incorporation contracts
The court will not order sequestration unless it is in the interests of creditors
A director may be placed on probation if, during any ten year period, two or more of his companies were unable to pay their debts in full
How can directors lawfully use the remaining funds of a near-insolvent company?
Transactions entered into by a deregistered close corporation are retroactively validated if it is restored to the register
A creditor's legal means to secure payment of a company's admitted debt
The courts will disregard a simulated transaction
No easy entry into the business rescue regime
A judgment taken by SARS in respect of a tax assessment, despite a pending appeal to the Tax Court, is not a judgment in the true sense of the word
The Insolvency Act seeks to prevent an insolvent from dissipating or disposing of assets to the prejudice of creditors
An inquiry into the affairs of an insolvent company to trace the company's missing assets or reveal misconduct by the company's directors
A draconian statutory remedy to resolve a dispute betweent the members of a close corporation
Criminal liability under foreign law for the corrupt activities of a foreign agent
A non-profit organisation can structure itself as a common law universitas
A person who occupies a position of trust is not permitted to make a secret profit from that position
A trust or company has a separate legal identity
The distinction between deemed insolvency and actual insolvency
Honesty in relation to a director’s conduct is a difficult concept
The statutory power to investigate corporate irregularities
Non-adherence to the statutory time limits for appointing a business rescue practitioner renders the process void
Conduct may give rise to a tacit agreement
The Companies Act tries to protect minority shareholders from unfair treatment
The new Companies Act gives the court novel powers to impose or amend a shareholders agreement
The new Companies Act explicitly requires a director to act with care, skill and diligence
It is an abuse of the process of the court to pressure a corporate debtor into paying a disputed debt by applying for it to be wound up
A director must act in good faith in the interests of the company
A person who claims to the true owner of shares cab apply to court to rectify the company's share register to include his name as a shareholder
A contract, once entered into, is legally binding and there are few avenues of escape
An executory contract of donation must be in writing, signed and witnessed
Some undertakings, seriously made in a contract, are nonetheless incapable of enforcement
A generous tax deduction for expenditure on research and development
The value of a good faith clause in a contract
An unwary seller may have to pay estate agents' commission twice over
Compromise is often preferable to litigation, but it has pitfalls.
International initiatives to stamp out corruption in business.
An expert contract draftsperson will foresee what could go wrong after the contract is signed, and make sure that the contract regulates those eventualities.
A director who fails to disclose his personal interest in company contracts risks imprisonment.
The wide powers of the court under the oppression section do not extend to overriding an agreement between the parties to resolve their differences.
Careless words when writing to a creditor may result in the sequestration of your estate.
A manager who uses his position in the company to make a secret profit may be obliged to disgorge it.
What factors make a business deal vulnerable to the new general anti-avoidance provision in the Income Tax Act?
Who bears the onus of proof in litigation, and is there a special rule in this regard in litigation between the South African Revenue Service and a taxpayer?
Once summons has been served, subsequent delay on the part of a creditor in pursuing the litigation to finality does not cause his claim to prescribe.
Trusts can make decisions only by way of a resolution, and all trustees must be given the opportunity to vote on the resolution.
In a reciprocal contract, non-performance or malperformance by one party relieves the other party from the obligation to perform his part of the bargain.
The sale of a capital asset via a realization company or trust may result in an unnecessary income tax liability.
Restraint of trade agreements are enforceable provided they are not contrary to the public interest.
The inadvertent deregistration of a close corporation can prove costly for its members if it had unpaid debts at the time.
How does an aggrieved creditor of an insolvent company acquire evidence that it had been carrying on business recklessly?
In the hands of inexpert trustees, trusts are fraught with pitfalls
A claim against a director or manager for being party to reckless or fraudulent trading will be extinguished if not enforced within three years.
The law gives effect to the real transaction entered into between parties, and disregards a disguised or simulated transaction.
The Supreme Court of Appeal clarifies the in duplum rule.
The right to inspect or obtain a copy of a company's share register.
The trustees of a trust must conduct its affairs in accordance with the trust law.
When faced with a feud between shareholders, the court will seek to impose a pragmatic solution in terms of the "oppression" section of the Companies Act.
There is no over-arching legal rule that contracts are not enforceable unless they are fair.
Interest-bearing loans to family companies and family trusts have, to the present, been very tax effective.
The statutory duty of directors in regard to the solvency and liquidity of the company
A suspensive "condition" in a contract of sale postpones the passing of the risk to the purchaser until the condition is fulfilled
How do the courts reconcile the right to freedom of contract and the right to freedom of trade?
A non-variation clause in a contract is not binding where it is invoked in circumstances which amount to an abuse of the legal process.
The Companies Act of 2008 permits a company, subject to certain safeguards, to give financial assistance for the acquisition of its shares.
Must a sale of land at a public auction be reduced to writing and signed before there is a legally binding contract?
Payments "in full and final settlement".
Who has the power to enter into contracts that are binding on a business entity?
The new Companies Act of 2008 Pre-incorporation contracts
The importance of a non-variation clause in a contract
The legal liability of an agent who enters into a contract on behalf of another person
The Supreme Court of Appeal clamps down on those who try to hide their dishonesty behind the façade of a company
The categories of companies under the Companies Act of 2008
The hazards of a dispute resolution clause in a contract
The importance to a lessee of the right to sub-let
Directors of a company may incur personal liability for its debts
The new Companies Act 2008 Categories of companies.
A Person is entitled to take out insurance only if he has an "insurable interest" in the property or the life being insured.
The disposal of the greater part of a company's undertaking or assets.
Adding words to a legal offer you have received constitutes a counter-offer.
Don't rush to court without critically confronting the weaknesses in your case.
How does the law achieve a just result in disputes involving illegal pyramid schemes?
The draft Tax Administration Bill proposes startling amendments to the tax laws.
The new Companies Act of 2008 requires certain companies to have "independent directors" in key roles.
A director has a legal duty to advance the interests of the company.
A cancelled contract can (if you are not careful) revive
Merely writing your name on a document could, in law, constitute your "signature".
The new Companies Act of 2008 and its impact on the business community in South Africa
Must your bank protect your interests or its own?
Resolving disputes by arbitration has its pros and its cons
Must your bank protect your interests or its own?
Where a company fails to pay a debt, can the creditor short-circuit the litigation process and apply immediately for the company to be wound up on the grounds that it is unable to pay its debts?
Does an arbitration clause in a contract provide a pretext for an unscrupulous debtor to delay payment by raising a bogus defence and demanding that it be subjected to arbitration?
A surviving spouse has the right, in terms of the Maintenance of Surviving Spouses Act
A guaranteed tax deduction to soak up your excess cash - if you have an appetite for risk
Your financial adviser leads you into a disastrous investment. Can you sue?
Signing a suretyship (or any legal document) without reading it is foolhardy
Taxpayers are not helpless in their dealings with the South African Revenue Service.
In certain circumstances, the law will read into a contract a term which, though not articulated in the contract
A person can find himself legally bound to a contract to which he did not in fact agree
Some companies are quasi-partnerships
Exploit your bargaining power when negotiating with a debtor
Protecting the interests of a purchaser
The enforceability of restraint of trade agreements
Rectification of a contract

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