Human capital signifies the idea that skills and capabilities embodied in human beings constitute a form of capital. The collection of human skills and capabilities i.e. human capital, in a country, represents the human capital accumulation in that economy. This human capital accumulation is achieved through a process of instilling, building up and developing skills and capabilities. This dissertation considers use of tax incentives to contribute to human capital accumulation in Kenya and South Africa. Currently, there are some indirect tax incentives in both countries which give favourable treatment to some employee related expenses. There also exists, in both Kenya and South Africa, a direct employer tax incentive aimed at encouraging employment of graduates and specific job seekers. In both countries, however, there is no broad direct tax incentive that benefits all employers who contribute to developing various other forms of human capital. The dissertation therefore looks at considerations and reforms which are necessary to establish a desirable tax incentive for employers in Kenya and South Africa that contributes to human capital accumulation. Some of the considerations which the dissertation looks at include; why employers should be given the incentive, why the incentive should be direct, whether the existing tax incentives meet the goal of human capital accumulation and the relevance of human capital accumulation to Kenya and South Africa. The dissertation also suggests some reforms that should be made in developing a desirable direct tax incentive for employers. The suggested reforms are based on deficiencies identified from an evaluation of the like direct employment incentive schemes offered by Kenya and South Africa to employers to encourage employment of graduates and specific job seekers.

Includes bibliographical references. / As a general rule in company law, the business of the company is conducted based on the votes of the majority of shareholders in that company. In certain instances however, the majority might take decisions that are detrimental to the minority shareholders of the company and therefore it is imperative that any company legislation has significant protective measures for minority shareholders in place. This paper will discuss the concept of minority shareholder protection. This paper will do a comparative study between the shareholder appraisal regimes in the United States, Canada and South Africa. Since appraisal rights do not exist in Swaziland, a comparative study of minority shareholder protection in the United Kingdom will also be undertaken because Swaziland was colonised by the British and as such most of its law is rooted in English Law. It is from this lens that this paper will then examine minority shareholder protection in Swaziland. The research question addressed by this dissertation is two-fold. The first part of the question analyses the current measures in place for minority shareholder protection in Swaziland in comparison to measures that other jurisdictions have in place for the protection of minority shareholder rights. The second part looks at what the ideal shareholder appraisal rights law in Swaziland should contain in light of the current legislation as a means to make it more easily accessible to minority shareholders. The purpose of the dissertation is not to recommend a wholesome transplant of shareholder appraisal rights of either one of the jurisdictions under discussion, but to highlight the best practices of the jurisdictions and suggest a shareholder appraisal rights law that best suits the Swaziland business and economic environment.

The case for cross-border merger control and the need for a supranational merger control system has been debated upon and several scholars have written extensively on the subject. What is immediately evident from literature is that it is not easy to regulate such mergers because of the challenges encountered. The challenges are pronounced in developing and emerging economies (DEEs) as arguably they have less experience in the enforcement of merger laws and lack adequate resources for such an exercise. Other challenges identified from publicly available information are the lack of extra territorial application of national competition laws to conduct taking place outside their borders, limited skills and expertise and poor cooperation and coordination arrangements among the jurisdictions involved. Further cross-border merger regulation presents challenges to merging parties too due to their exposure to different national competition laws. The dissertation focuses on whether supra-national competition authorities address the challenges of cross-border merger regulation in DEEs. However, there are a number of supranational competition authorities established by DEEs that generalising the study would be an unrealistic and impractical task to undertake. In view of this, the Common Market for Eastern and Southern Africa (COMESA) was selected as a sample because it is the regional economic community that has recently established a fully operational supra-national competition authority to regulate inter alia, cross border mergers. Further, all COMESA Member States are DEEs which provides to a greater degree a relatively uniform sample.

In South African company law, shareholders remain to be the only stakeholders to hold a privileged position in the governance of companies because they are the exclusive beneficiaries of the director's fiduciary duties. However, the requirement for certain companies to appoint a Social and Ethics Committee in terms of section 72(4) of the Companies Act 71 of 2008 read with Regulation 43 of the Companies Regulations, 2011, arguably disrupts the traditional focus on exclusive shareholder protection by purporting to offer non-shareholder constituencies' legal recognition. These provisions require certain companies to report on how the operations of a company impact a broad range of non-shareholder constituencies including employees, the environment, consumers, suppliers, and communities. In this regard, the committee presents as an ideal conduit through which it can sensitize the board of directors of companies to issues of national priority in South Africa such as job creation, adequate housing, anti-corruption, climate change, and access to health care. However, the ability of the committee to deliver on its mandate and to address the concomitant issues of national priority is curtailed by a plethora of shortcomings and ambiguities. The Companies Act and Regulations contain many contradictions as they refer to generic terms of reference regarding the committee's role and they do not provide clarity regarding its powers, functions, objectives, and purpose. Furthermore, there is much uncertainty regarding the committee's appointment by either the board of directors or the shareholders of the company. This dissertation examines the philosophical foundation of the committee to determine whether it is conducive for protecting non-shareholder constituencies. The main objective of this dissertation is to examine the committee's legal status and structure. This will entail an analysis of its duties, capacities, and incapacities to determine whether section 72(4) of the Companies Act read with Regulation 43 of the Companies Regulations is a viable mechanism that can be enforced to protect non-shareholder constituencies. This analysis is also conducted to identify gaps in the committee's statutory formulation to develop and recommend a tailormade stakeholder protection model for South Africa. Furthermore, a comparative overview of stakeholder protection in the United States and the United Kingdom is undertaken to determine how these countries protect non-shareholder constituencies and to establish whether there are lessons to be drawn that may influence corporate law reform in South Africa.

About 1.7 billion people globally and 36.8 per cent of Nigerians have no access to financial services due to reasons such as distance, financial illiteracy, irregular income, unemployment and account ineligibility. Justifications for the research include the scale of financial exclusion, the proven capacity of financial inclusion to lift people out of poverty, the need for tailored regulatory policies and the opportunity to harness the value and ubiquity of digital financial services (DFS) for the financially excluded. This research examines the broad question: how suitable are the enabling laws and institutions for digital financial services in Nigeria for addressing the needs of the financially excluded? In considering this broad question, the reasons as to why many Nigerians remain financially excluded, in spite of the abundance of regulatory initiatives, are addressed. Using a combination of doctrinal and empirical methods, the burden of accessing financial services is highlighted, strategies for financial inclusion are considered and options for suitable legal and institutional frameworks are explored. In summary, financial inclusion is broadly discussed in chapter one, while a law and development theoretical and analytical framework is constructed in chapter two. Chapter three examines the legal and institutional framework for financial inclusion in Nigeria while the barriers to financial access are discussed in chapter four. The empirical component of the research is analysed in chapter five, and chapter six considers the impact and prospects of eight new and emerging technologies on financial inclusion. The thesis concludes with recommendations and conclusions in chapter seven. Research results indicate that the path to financial inclusion in Nigeria is characterised by a myriad of laws, slow DFS adoption rates, a bank-centred regulatory model and a wide disparity in the pattern of inclusion across gender and geographical locations. Transaction costs remain high and cash is still king. Recommendations such as adopting a more consumer-centred approach to regulation, permitting alternative providers for on-boarding and adapting laws and regulatory policies tailored to the needs of the excluded are made. Additionally, it is recommended that increased financial literacy and transactional capacity are needed to harness digital financial services. It is expected that the findings of this research will inform regulatory changes that will enable a methodical migration of more of the financially excluded class into the formal finance sector.

This PhD thesis studies the facilitation of trade in the Southern African Development Community (SADC). It considers the fact that there have been several regional and international agreements that the SADC countries have entered into with the objective of alleviating trade facilitation obstacles in their region. In addition to these agreements, the states have devised national strategies to implement their regional and international commitments. However, despite all of these efforts, the effects on the easing of obstacles to trade facilitation have been minimal and the positive impact on the development of these countries predicted by mainstream trade theory is not evident. This is the first conundrum or question that this study explores. Second, while there have been several studies on the general challenges related to treaty compliance and implementation in the Southern African Development Community, few have attempted to explain why there has been poor compliance in these countries. This study uses the insights from several theoretical frameworks to illuminate this question. Third, the study reviews the World Trade Organization's Trade Facilitation Agreement and explores whether it's unique advantages may enable it to be more effective in resolving the trade facilitation challenges of the SADC member states. The study consists of a desk review of relevant academic literature, as well as an empirical study of the state of trade facilitation in the SADC region in general, and in the Kingdom of Lesotho, in particular. This entails the use of case studies and interviews with trade policy makers, trade negotiators, border officials as well as traders. The study concludes that the previous agreements suffered from inabilities to secure the compliance of state parties. In addition, the states themselves faced a plethora of domestic implementation challenges. The study observes that the WTO Trade Facilitation Agreement has unique features that address the compliance and implementation issues in innovative ways. It is argued that its distinctions make it likelier to be a more successful tool for the countries in the Southern African Development Communities to use to improve trade facilitation in their region. This research is a contribution to the academic literature on trade, law and development and seeks to provide policy insights to developing country practitioners engaged in the negotiation and implementation of trade facilitation agreements.

This thesis is a textual analysis of the fiscal and legal aspects relating to the exploration and exploitation for oil and gas. The need for promotion of the exploration and exploitation of oil and gas and the fiscal and legal aspects relating thereto. The different types of legal agreements commonly found in transactions between the State and the private international investor are cited as are the implications of the different types of taxes levied by the State in order to collect its 'take' in the national resource. The method of taxation of oil in South Africa is examined with special reference to the prospecting lease OP26 granted by the State to SOEKOR (Pty) Limited.

"The Court of Appeal has declared that the formation of the respondent company and the agreement to take over the business of the appellant were a scheme "contrary to the true intent and meaning of the Companies Act". I know of no means of ascertaining what is the intent and meaning of the Companies Act except by examining its provisions and finding what regulations it has imposed as a condition of trading with limited liability .... we have to interpret the law, not make it." Salomon v Salomon & Co Ltd, per Herschell, LJ. Thus the starting point of the court in this seminal case (which has been followed ever since in regard to corporate personality) was to interpret the law as they found it in the Act - if the formalities had been complied with a separate judicial person came into being: 2 "The Company is at law a different person altogether from the subscribers to the memorandum; and, although it may be that after incorporation the business is precisely the same as before, and the same persons are managers, and the same hands receive the profits company is not in law the agent of the subscribers or trustee for them".

Our Courts have, in many decisions stretching over decades, been faced with the problem of deciding whether the proceeds of the disposal of certain assets are revenue, or are of a capital nature. The assets which have given rise to the problem are those which one would normally consider to be capital in the hands of the taxpayer, but which may be held to have to have altered in character due to some action of the taxpayer, either by way of a change in the intention of the taxpayer regarding the asset in question, or by virtue of the method adopted by him in the disposal of the asset. The reported cases t dealing with this question arise mainly from the disposal of either shares or immovable property, although this has not always been the case. The principles involved in the inquiry remain the same, no matter what the nature of the asset is, but the application of those principles depends on a number of factors, including the nature of the asset, and of course, the circumstances of the taxpayer.

These changes have set stage for the development of family law in Zambia as well as the growth of alternative dispute resolution, particularly, mediation. They also bring to the forefront the opportunity and challenge of re-envisioning what a court system should look like. This study seeks to assess how each of these changes can fit together into one comprehensive system for a Family Court model.