Share Swaps: Not Always a Trap, Sometimes a Smart Move

Recent headlines may give the impression that share swap deals are synonymous with corporate scandals in the retail and lifestyle sector. However, that is far from the full picture. When structured in accordance with the law, share-for-asset transactions can be powerful tools for business growth, succession planning, and liability management. In fact, South Africa’s tax […]

Beneficial Ownership Registers for Trusts: Strengthening Transparency in South Africa

Over the past decade, regulatory authorities across the globe have placed increasing emphasis on transparency in order to combat financial crimes such as money laundering, corruption, and tax evasion. South Africa has followed this trend by introducing stricter compliance measures. One of the most significant developments has been the requirement that trusts upload their beneficial […]

Tender Extensions and the Aventino Case: Clarifying Bid Validity in Public Procurement

The Supreme Court of Appeal (“SCA”) recently addressed a significant procurement issue in Aventino Ecotroopers Joint Venture and Others v MEC for the Department of Roads and Transport Gauteng Province and Others 2025 JDR 1403 (SCA). The case centred on a dispute between Aventino, an unincorporated joint venture, and the Gauteng Department of Roads and […]

Equal Shareholders and Oppression: The Reach of Section 163

Section 163 of the Companies Act 71 of 2008 provides directors and shareholders with a legal pathway to challenge conduct that unfairly disregards or prejudices their rights. Traditionally, this provision has been understood as a shield for minority shareholders, offering them recourse against abusive majority control. But the decision in Van der Watt v Schoeman […]

New Tax Rules for Non-Resident Beneficiaries in South African Trusts

If you are considering naming a child who has emigrated as a beneficiary in your South African trust, recent tax law changes could significantly increase the cost of doing so. Previously, appointing a non-resident beneficiary had minimal impact on the trust’s tax position. Now, amendments to the Income Tax Act 58 of 1962, effective from […]

Piercing the Corporate Veil: When Members of a Close Corporation Can Be Held Personally Liable

In South African law, a company or close corporation exists as a separate legal entity, distinct from its shareholders or members. This principle creates the protection of limited liability, meaning that members are generally not personally responsible for the debts and obligations of the entity solely because of their ownership interest. For close corporations, this […]

When Directors Clash: The “Just and Equitable” Liquidation Route

Disputes between directors are inevitable in any business. Different perspectives and strong opinions can lead to better decision-making, provided those differences are ultimately resolved. The danger arises when disagreements escalate to the point where the board cannot function and critical decisions are delayed or abandoned. This “deadlock” can seriously damage the company’s operations, profitability, and […]

Labour Court Clarifies Jurisdiction in Cross-Border Employment Disputes

As the globalisation of workforces accelerates, disputes involving employees stationed abroad but employed by South African entities have raised complex jurisdictional questions. Until recently, South African labour forums such as the Commission for Conciliation, Mediation and Arbitration (CCMA) and bargaining councils faced uncertainty over whether they could hear matters where employees live or work overseas […]