Recent Developments: Recent developments in Corporate law: Part 2

• Jurisdiction: South Africa
• Author: Stephanie Luiz
• Citation: (2000) 12 SA Merc LJ 13
• Pages: 13-24
• Published date: 03 September 2019
• Date: 03 September 2019

Recent Developments in Corporate Law:

Part 2

STEPHANIE LUIZ

University of South Africa

1 Introduction

Nobody ever thought that company law was fast moving. The odd

intellectual issue here and there maybe, but nothing much changed.

Textbooks could last for a good few years. However, the last two years

have seen a number of major and minor amendments to the Companies

Act 61 of 1973 ('the Companies Act'). These changes present new

challenges. For the company-law academic, it means something new to

analyse and criticize. For the lecturer, it means new lecture notes, more

tutorial letters and new study guides. For the student, it means discarding

some of last years notes, coming to grips with the new stuff and throwing

out the old exam papers and model answers. For the company-law

practitioner, it means getting a quick overview of the changes, ignoring

what is irrelevant to your practice and deciding what you need to

consider further. Although some of the minor amendments are referred

to in this analysis, it concentrates mainly on dispositions under s 228; the

disclosure of beneficial interests in listed securities; mandatory offers

under the Securities Regulation Code on Takeovers and Mergers; and the

appointment of a company secretary.

2 Insider Trading

One of the major changes in company law in 1998 concerned the issue

of insider trading. Not content with the lack of success in trapping

wrongdoers in the net of insider-trading legislation when it was contained

in the Companies Act, the Legislature came up with an entire statute

devoted to the issue, the Insider Trading Act 135 of 1998. New offences

were created, the potential of civil liability seriously enhanced, and the

Financial Services Board was put at the helm (for a consideration of

the new statute, see SM Luiz 'Insider Trading Regulation — If at First

You Don't Succeed . . .' (1999) 11

SA Merc LJ

136).

3 Dispositions under Section 228

A further change which occurred in 1999 and which has led to a new

rule in the Securities Regulation Code on Takeovers and Mergers ('the

Code') concerns transactions which constitute a disposal of the major

portion of a company's assets or undertaking under s 228 of the

Companies Act. After having been convinced that minority shareholders

are sometimes prejudiced by the sale of a major portion of the company's

13

(2000) 12 SA Merc LJ 13

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