Corporate and Commercial Attorneys

A shareholder agreement regulates matters that the Companies Act and MOI may not deal with in enough practical detail, such as funding, voting, exits, deadlock, restraint, confidentiality and dispute resolution. It is especially important in owner-managed businesses.

A memorandum of incorporation is a company's constitutional document. It regulates governance, powers, rights and procedures together with the Companies Act. The MOI should be checked before resolutions, share issues, director changes or disputes.

Directors can face personal exposure in certain circumstances, such as breach of statutory duties, reckless trading, fraud, unauthorised conduct or personal suretyships. The facts and documents are critical. Directors should seek advice when a company is distressed or disputes arise.

It is an agreement for the sale of a business or part of a business, often including assets, goodwill, stock, employees, restraint, warranties, liabilities and handover. It should be drafted carefully to avoid disputes about what was included and when risk passes.

Authority may come from the Companies Act, MOI, board resolution, delegation or conduct. Counterparties should request proper proof of authority for significant transactions. Lack of authority can create enforceability disputes.

Oppressive or unfairly prejudicial conduct may arise where those in control act in a way that unfairly harms another shareholder's interests. Remedies are fact-specific and can be complex. Company records, resolutions and financial information are important.

POPIA applies broadly to responsible parties processing personal information, although practical obligations vary by context. Businesses should understand what personal information they collect, why they use it, how it is secured and how data subject requests are handled.

FICA requires certain accountable institutions to identify and verify clients, understand risk and report certain transactions. Whether a business is an accountable institution depends on its activities. Legal advice may be needed when designing processes or onboarding clients.

Yes. Negotiation, mediation, expert determination or arbitration may be appropriate depending on the contract and relationship. Court is not always the most efficient route. A dispute clause should be reviewed before steps are taken.

Consult before signing material agreements, taking on shareholders, lending money, giving surety, terminating a major contract, restructuring, selling assets or responding to a dispute. Preventive legal review is usually less costly than litigation.