The New Companies Act Unlocked

Special Features

• Based on the new Act and the new Regulations
• The first book on the new Act to incorporate coverage of the final regulations
• Written by an expert in corporate law who has years of experience advising top companies on their legal issues and who has made mastery of the new Act a top priority
• Comprehensive insight into the practical impact of the changed legislation
• Written in a style accessible to layman and professional adviser alike.

Endorsements

"Carl Stein has done a splendid job in his description and analysis of the new Act, precisely because of his ability to explain the basis upon which the Act has been built. But he has done far more. As befits a lawyer with so rich an experience of company law and corporate life, Mr Stein provides practical guidance as to the ramifications of each component of the Act and the accompanying regulations which have to date received no attention.

For these reasons, this book represents the first sustained treatment of legislation that, unlike earlier changes, particularly the 1973 Act, introduces major innovation for which there is scarce domestic precedent to date, if any. While its primary audience may well be the practitioner and business executive, this book will surely also assist the academic community to parse the myriad of new sections and their implications for the running of a company."

Dennis Davis, Judge President, Competition Appeal Court; Honorary Professor of Law at the University of Cape Town

Table of Contents

1 Introduction
2 Two Essential Keys to Unlocking the Act
3 The Other Significant Changes
4 Purposes of the Act
5 General Interpretation, Plain Language, Substantive Compliance and Anti avoidance
6 Related and Inter-related Persons
7 Holding Company/Subsidiary Relationships
8 Categories of Companies
9 Non-profit Companies
10 Transfer of Registration from and to a Foreign Jurisdiction
11 Conversion of Close Corporations to Companies
12 Incorporation and Registration of Companies
13 The Memorandum of Incorporation
14 Capacity of a Company and Validity of Company Actions
15 Pre-incorporation Contracts
16 Company Names
17 External Companies
18 Transparency, Accountability and Integrity
19 Additional Accountability and Transparency Requirements for Certain Companies
20 Shares
21 Debt Instruments
22 Corporate Finance
23 Registration and Transfer of Securities
24 Beneficial Interest in Securities
25 Corporate Governance
26 Duties and Liabilities of Directors
27 Public Offerings of Securities
28 Fundamental Transactions and the Appraisal Remedy
29 The Takeover Regime
30 Remedies
31 Enforcement of Rights and Resolution of Disputes
32 The Companies and Intellectual Property Commission
33 The Companies Tribunal
34 Confidential Information Submitted to a Regulatory Agency, an Inspector or an Investigator
35 Offences and Penalties
36 Civil Actions and State Liability
37 Business Rescue
38 Compromises with Creditors
39 Reckless Trading and Inability to Pay Debts
40 Insolvent Companies
41 Winding-up of Solvent Companies
42 Deregistering Companies
Index

About the author

Carl Stein is a partner at Bowman Gilfillan in Johannesburg where he specialises in corporate, M&A and securities law. He is also a non-executive director of various listed companies. He acted as the lead corporate counsel for Telkom SA Ltd when it listed on the New York Stock Exchange (NYSE). He has followed the development of the new companies Act closely and led seminars on it since its first emergence.

Carl is assisted in the book on matters pertaining to accountancy, auditing, financial statements and governance by Geoff Everingham, who is Emeritus Professor of Accounting at the University of Cape Town and is one of South Africa’s pre-eminent academic accountants who has authored on Company law, Accountancy, and Corporate Governance as well as being a company director