Delinquency and fiduciary duties; SCA reaffirms that an order of delinquency must follow where the conduct justifies a finding that the director acted in a manner that amounted to gross negligence, wilful misconduct and a breach of trust
Section 162 of the Companies Act 71 of 2008 (“Companies Act”) entrenches the right of a company, director, shareholder, company secretary, or prescribed officer to approach a court for an order declaring a director delinquent. Importantly, section 162(5) provides that once the statutory grounds are established, the court has no discretion—it must declare the director […]
Section 34 of the Insolvency does not apply to the disposal of a business where such business is being disposed of pursuant to an approved business rescue plan.
Section 34 of the Insolvency Act (“Section 34”) is aimed at protecting creditors from the risk of asset-stripping by financially distressed companies. Specifically, it seeks to prevent such companies from transferring their business, goodwill, or assets to third parties who are not liable for the company’s debts. To mitigate this risk, the section provides that […]
When insurers step into litigation.
The ink on Moosa AJ’s judgment in Le Bonheur[1] had barely dried when Thulare J delivered another instalment in the ongoing dialogue on the intersection between insurance law and civil procedure. In Esperance Vineyards Farming (Pty) Ltd and Others v Liebenlogistics (Pty) Ltd (17144/24) [2025] ZAWCHC 399 (3 September 2025), the court revisited the doctrine […]
Director removals under section 71 of the Companies Act: clarity from the courts.
Section 71 of the Companies Act, 2008 (the “Companies Act”) sets out the framework for the removal of directors and distinguishes clearly between removal by fellow directors and removal by shareholders. Where directors seek to remove a fellow director, section 71(4) of the Companies Act requires the board to provide written reasons for the proposed […]
When the whistle blows: Legal consequences of attacking a referee in South Africa
Introduction: Sport thrives on passion, but when that passion crosses the line into violence, especially against a referee, the consequences are severe. In South Africa, attacking a referee is not just unsporting, it is a criminal offence with far-reaching implications under both common law and statutory law. South African Common Law Framework: Under South African common law, assault is a […]
Deal announcement
A team at BDP led by Corporate and Commercial Partner, Caleb Jones, has acted as South African legal advisers to Pears Partnership Capital on its investment in Energy Drive. Pears Partnership Capital acts as an advisor to the Pears family in originating, arranging and overseeing direct private equity investments in operating businesses. Pears takes a […]
NO ROOM FOR REGRET: THE SCA AFFIRMS THE BINDING NATURE OF ANTENUPTIAL CONTRACTS
A Case Note on Manelis v Manelis (Case No: 1235/22) [2025] ZASCA 55 (9 May 2025) The Supreme Court of Appeal (SCA) in Manelis v Manelis has delivered a pivotal judgment that settles a long-standing interpretative dispute concerning Section 6(3) of the Matrimonial Property Act 88 of 1984 (“MPA”). The SCA held that where parties […]
Western Cape High Court Rules: Death of Sole Director Incapacitates Company Without MOI Provision.
“Unless a company’s MOI provides otherwise, the death of a sole shareholder and director of a company renders the company incapacitated.” In its judgement of Tolhof General Dealer (Pty) Ltd v Coalition Trading 790 (Pty) Ltd, the Western Cape High Court confirmed that, unless the memorandum of incorporation of a company provides otherwise, ownership of […]
Maintenance Beyond 18: Understanding Your Rights After Divorce
For many divorced parents in South Africa, the age of 18 is often seen as a milestone where maintenance payments automatically stop. However, South African law recognises that parents’ maintenance obligations can extend beyond the age of 18, particularly when a child remains financially dependent, such as when they are still in school, pursuing tertiary […]
Understanding the Business Rescue Process in South Africa
The business rescue process in South Africa is a crucial legal mechanism aimed at rehabilitating financially distressed companies. Governed by Chapter 6 of the Companies Act 71 of 2008, business rescue provides companies with an opportunity to restructure their affairs, debts, and operations to either restore solvency or achieve a better return for creditors and […]