The New Companies Act Unlocked
The New Companies Act fundamentally affects the way that every business operates; this practical guide offers insight into the Act and provides essential advice on navigating the transition from the old Companies Act to the new.
Top corporate lawyer Carl Stein, with Geoff Everingham, one of South Africa's pre-eminent academic accountants, bring a wealth of experience and knowledge to the topic.
- Author: Carl Stein with Geoff Everingham
- Title: The New Companies Act Unlocked
- ISBN: 978-1-920025-28-1
- Publication Date: 2011/10/15
- Publishing House: Siber Ink
- Target Market All business owners, Financial Directors, CEOs, Company Secretaries, Directors, Business Advisors, Lawyers, Accountants, Tax practitioners & students of law and commerce
From 1 May 2011 company law in South Africa was dramatically altered: the 1973 Act which had governed companies for the life-times of most business people and lawyers in South Africa was replaced by the Companies Act of 2008, as amended in March 2011. A new era of company law dawned, and with it a host of new concepts, rights, remedies, obligations, procedures and sanctions were introduced.
These fundamentally affect the way that every business operates and the advice and practice of every lawyer, accountant or other professional adviser. This book, the first to cover the new Act and the new regulations, provides the hand-holding, the insight, and the understanding that business and their advisers require in order not to be wrong-footed by the new regime.
- 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.
"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
- Two Essential Keys to Unlocking the Act
- The Other Significant Changes
- Purposes of the Act
- General Interpretation, Plain Language, Substantive Compliance and Anti avoidance
- Related and Inter-related Persons
- Holding Company/Subsidiary Relationships
- Categories of Companies
- Non-profit Companies
- Transfer of Registration from and to a Foreign Jurisdiction
- Conversion of Close Corporations to Companies
- Incorporation and Registration of Companies
- The Memorandum of Incorporation
- Capacity of a Company and Validity of Company Actions
- Pre-incorporation Contracts
- Company Names
- External Companies
- Transparency, Accountability and Integrity
- Additional Accountability and Transparency Requirements for Certain Companies
- Debt Instruments
- Corporate Finance
- Registration and Transfer of Securities
- Beneficial Interest in Securities
- Corporate Governance
- Duties and Liabilities of Directors
- Public Offerings of Securities
- Fundamental Transactions and the Appraisal Remedy
- The Takeover Regime
- Enforcement of Rights and Resolution of Disputes
- The Companies and Intellectual Property Commission
- The Companies Tribunal
- Confidential Information Submitted to a Regulatory Agency, an Inspector or an Investigator
- Offences and Penalties
- Civil Actions and State Liability
- Business Rescue
- Compromises with Creditors
- Reckless Trading and Inability to Pay Debts
- Insolvent Companies
- Winding-up of Solvent Companies
- Deregistering Companies
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
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"I find the book extremely well written, but it is the depth of analysis and detail which I find really useful. For example, I found the summaries of stakeholders' rights extremely well done, interesting and helpful, and the discussion on the derivative action really good. The amount of the detail is also evident, for example, in the discussion on the removal of directors, where you clearly state that a round-robin resolution will not suffice, because the director must be given an opportunity to address the meeting."
Professor WD Geach
CA (SA) BA LLB (Cape Town) MCOM FCIS
Head of Taxation
Department of Accounting
University of the Western Cape