Both the physical and the contractual aspects of multimodal transport have caused and continue to cause significant legal problems. Physical multimodal transport, is the carriage of goods from place A to place B by more than one mode of transport. Contractual multimodal transport takes place when a single person assumes responsibility for the goods throughout the entire carriage from A to B regardless of whether he is physically involved in the carriage of the goods. Physical multimodal transport can and often does stand alone. In such a case, one usually finds that a freight forwarder contracts, as agent of the consignor, with a number of carriers for carriage by a number of different modes of transport. The basis of physical multimodal transport has been containerization, which involves inter alia carriage on deck. The law has had difficulty in accepting the weather deck of a ship as a legitimate place for the carriage of cargo.

This work has examined the implication the proliferation of identical econOITllC groupings portends for the east and southern Africa region. The thrust of the study here has been to interface and interrogate the incidence of the configuration of integration regimes in the east and southern Africa region. The work has investigated the question as to whether the proliferation of trade regimes has prepared a fertile ground for greater and deeper integration in the region. The thesis has also interrogated the proposition that such proliferation is the very antithesis of the desired goal to promote trade harmonization and reach out for deeper integration in the region. Importantly this work has ventured to query the confluence of identical trade regimes in view of the compatibility imperative as enshrined in the wro legal framework. We have examined the implication this configuration of integration regimes portends for the wro disciplines. This work conunenced with an extensive examination of current works on regional integration regimes in general and integration initiatives within the east and southern Africa region in particular. The interrogation exercise was premised on works, both economic surveys and legal treatises undertaken on the recently concluded EU-SA free trade agreement, the SADC Trade Protocol, the COMESA Treaty and the Cotonou Agreement. The actual texts of these instruments form the bulk of the sources. We note that without exceptlon, significant and to that extent costly restructuring programs will have to be undertaken by States in the east and southern Africa region in response to the disruptive EU-SA trade partnership. We have established that these integration regime scores well on the imperative of wro compatibility. We gather that the present wro structures are not malleable enough for the cash strapped sub-Saharan Africa trade regimes to reconfigure themselves in such a way as to deepen the integration agenda. We have urged for more flexibility in the wro framework on this score to augment integration processes currently crowding the regional landscape. Mataywa W Busieka - 10th July, 2003

Subordination or 'backranking' agreements have been used by auditors in South Africa in companies where liabilities exceed assets, fairly valued. In the light of recent judgements handed down by Stegmann J, especially in the case of Ex parte De Villiers and Another NNO: In re Carbon Developments (Pty) Ltd 1992 (2) SA 95 (W) the nature, use and validity of subordination agreements has been questioned. In the view of Stegmann J, a situation in a company where its liabilities exceed its assets, fairly valued or a situation where it is unable to pay its debts, renders that company insolvent. As a result it is liable to be wound up if it is not recapitalized as a matter of urgency. From an auditor' s point of view this renders the 'going concern' concept to be inappropriate to the company which must result in a qualified audit report being issued by the auditor. In addition, in the view of Stegmann J, a material irregularity as contemplated in terms of section (20) (5) of the Public Accountants' and Auditors' Act, 80 of 1991 has arisen, and must be reported the Public Accountants' and Auditors' Board. This view is contrary to present thinking in the accounting profession. In this paper the role of an auditor in a company with respect to the nature of material irregularities is examined especially with regard to those companies which are prima facie or "technically" insolvent in that their liabilities exceed their assets. The concepts of 'going concern', ' insolvency' , 'trading when the liabilities of a company exceed its assets', and the 'inability of a company to pay its debts' are studied. The criticisms levied at and practical problems associated with subordination agreements are examined and discussed. It is submitted that subordination agreements do have value and use for auditors. However, the status quo needs clarification to avoid confusing standards from existing between companies, public accountants and auditors, and insolvency practitioners.

The present state of law in South Africa appears to create a dichotomy between labour lawyers on the one hand, and commercial lawyers applying their revered company law principles, on the other. This dissertation will deal with some aspects of law which create tension between the two and discuss some solutions towards resolving such tension. The development of the employment relationship makes it imperative to remove from labour law excessive influences of patterns of company law which may exacerbate the relationship between employer and employee. I Some of the difficulties created by company law which manifest themselves in the employment relationship will be examined. This task becomes necessary in order to find some means in the South African labour scene, towards lessening conflict between employers and employees. One needs to search no further than to consider an example such as the impact of sophisticated mergers or take-overs. The application of the legal fiction of the separate entity of a company in these circumstances is perhaps too rigid to inflict upon a relatively unsophisticated .workforce which otherwise enjoys little or no assistance from company law. There is also no touchstone in South African law to guide company directors towards recognising the need for some form of protection of company employees since the. company director is currently bound, in the exercise of his fiduciary duties, to act only in the "interests" of his company. It seems more than likely that South Africa will have a mixed economy . based on market principles for the foreseeable future until constitutional · issues have been laid to rest. The future South Africa is not likely to have a political economy which is either vigorously worker controlled or entirely I free enterprise in character. This may dictate future policy, but the need to be resilient during the period of change, is imperative. This prognosis of the South African labour law scenario makes it extremely difficult to attempt to lay down strict guidelines for dealing with the problems, but a closer examination of the shareholder/ employee positions within a company, the duty of directors, legislation and socio-political trends impacting upon companies, may result in alleviating at least some of the social disorders created by retrenchments. The current situation within the country with its massive unemployment, demands that labour law and its peer, company law, recognise the effect of loss of employment on the wellbeing of workers and that it is inevitable, in instances where tensions are created between these disciplines, that these be addressed to attain urgent conciliation. This may conceivably add to the fiduciary duties of directors of companies by setting mandatory standards which will recognise the severe socio-economic impact of dismissals. It must somehow also be captured within the ambit of the "interests" of a company which the director is obliged by common law to protect. Loss of employment as a result of workforce reductions is widely seen as a major social issue requiring the attention of policy-makers at governmental level as well as that of industry and of undertakings. Lawyers also, must not be seen to be lacking in ability and willingness to create an equitable balance in the modern.day employment relationship. In the last decade, at least, policies applicable to workforce reductions have undergone considerable development in many countries through legislative or administrative action and collective bargaining. It is the purpose of the present study to attempt, through the medium of company law, to address some of these issues with the view to attenuating their dire social results and thereby create a territory on which commercial lawyers and labour lawyers are able to exist in relatively peaceful condominium. This dissertation examines the effect of the company as a legal person and argues for a change in the "interests" of a company from a solely profit making enterprise, to one which, by force of circumstances, must change to keep pace with developments in the employment relationship. This inevitably leads to a discussion of the relationship between the shareholders of a company and its employees and an examination of extended duties of its directors. This becomes necessary if the welfare and interests of a company's employees are to be catered for. Finally, some comment on take-overs, mergers and transfers will be offered and a conclusion, which includes some aspects of juridification, is reached.

Since 1987, there has been a flurry of decisions relating to S311 of the Companies Act 61 of 1973 ("the Act") reported in the South African Law Reports. Many of the decisions concern the "standard" offer of compromise, which was previously used by third parties to acquire the creditors claims against (and shares in) companies in liquidation ( normally provisional), thereby freeing the company from liquidation and creating the potential for considerable taxation advantages to accrue to the acquirer. However, two recent decisions in the Transvaal, both of which concerned schemes of arrangement under S311 involving the acquisition of shares in trading companies, highlight important questions in regard to the use of the S311 procedure as a take-over mechanism.

Over the last five years regulators across the globe have made a concerted effort towards comprehensive regulation of distributed ledger technology, and blockchain. For fear of falling foul of laws governing the issuance of financial securities, there has been a recent hastening of the proliferation crypto asset distribution through the socalled ‘airdrop'. Under the developed framework of what constitutes a good system of taxation is the notion that it should be characterised by simplicity and certainty, both in the substance of the law and the manner in which tax subjects are required to comply. By its nature alone taxation is complex due to it being necessarily informed by many other branches of law; moreover, where a situation would precipitate a certain tax treatment, a subtle variation of the facts have a much amplified effect on the ultimate outcome. Consequently, the nuances of distributed ledger technology may have unanticipated tax effects in opposition to these principles. This research established that a crypto asset is classified for tax purposes as financial property, not currency. However, public guidance by the tax authority has not made it clear how, or under what circumstances, airdrops are to be taxed. A gross income analysis of airdrops (using the Flare Network as a case study) demonstrated that their tax treatment is able to be analysed in principle under the current primary sources of tax law. However, an inconsistency in its application arose in that non-custodial holders, being subjected to the exigencies of a stipulatio alteri, had a number of varying outcomes in comparison to a taxpayer who self-custodies assets. The observed results also illustrated variations in classification of the nature of accrual, as well as the timing. The latter had the effect of introducing possible avoidance opportunities not ostensibly covered by the General Anti-Avoidance rules as they arise through deliberate deferment of positive action. Notwithstanding that outwardly an airdrop has the countenance of ‘free money', the inevitable conclusion is the tax effects are highly complex and sensitive to obscure technicalities of law. The position of the South African Revenue Services is there is no need for a rigorous analysis per an interpretation note on crypto asset taxation, regarding established law as sufficient. The findings of this research challenge this position as being erroneous – the tax effects are not simply understood by taxpayers, violate the principle of neutrality (as custodial and non-custodial holders should attract the same tax incidence), and no certainty has been provided by tax authorities with respect to airdrops. The final recommendation is for the South African Treasury, in consultation with the tax authority, to mobilise the Legislature in passing a statute which overrides the attendant law of general application in favour of a single, unified approach to airdrop taxation.

Traditionally, companies have viewed aspects relating to employees' needs and interests as falling within the domain of labour law, collective bargaining and the contract of employment. This approach has prevailed throughout decades of labour strife and unrest, as the adversarial nature of labour law in South Africa and the political history of the country have influenced the management of labour relations. In essence, labour law in all its facets has not succeeded in providing effective channels for worker participation and much-needed employee engagement in the workplace, and ultimately this failure has exacerbated instability in the labour relations environment. The thesis argues for a complementary channel for worker participation and for a collaborative approach to be adopted by company law and labour law, envisaged through internal corporate social responsibility (internal CSR). In this regard, and against the backdrop of the unrest in the mining industry, the thesis examines the potential of the provisions of s 72(4) of the Companies Act 71 of 2008 (the Companies Act), read with reg 43 of the Companies Regulations, 2011, as a potential conduit for the promotion of labour relations stability through internal CSR under company law. The thesis provides an in-depth evaluation of the different approaches to corporate governance and an examination of the composition, mandate and structuring of the s 72(4) social and ethics committee as a potential platform for promoting labour stability through internal CSR. An argument is made for the use of the social and ethics committee as a platform for internal CSR to promote much-needed employee engagement. The arrangements would not overlap with trade union activities, nor would they replace workplace forums (which in any event have not functioned as intended and the legislative framework probably needs revising), nor do the arrangements place fiduciary obligations on employees. Moreover, the potential for employee voice through the committee is likely to promote much-needed engagement on labour issues, and this could be achieved through collaboration between company law and labour law. The thesis recommends amendments to the Companies Act and the Companies Regulations that will allow for the promotion of internal CSR for labour stability under company law.

The unprecedented Covid-19 lockdown response by governments around the world triggered a bevy of business interruption insurance claims. One of the key issues considered by the courts in adjudicating refuted claims was the question of causation. The question in its simplest form was this: did the virus or the government response cause the losses suffered by the insured? This paper analyzes the effect causation played in the adjudication of these business interruption insurance cases in South Africa, as well as the test case in the United Kingdom. Given the novelty of the issue, this paper narrows down on the causative link between the virus, the government response and the insurance claim, at the time of writing the paper, a topic not thoroughly focused on by other academics. This paper analyzes the case law to see how the courts dealt with the issue, but also proposes an alternative causation theory to consider and what the result of the courts' decision could have been had they followed that consideration. The main finding is that despite a reasonable alternative consideration of causations effect on the insurance claim, the courts' made the more appropriate decision, especially taking into account the overarching considerations of fairness. The result shows the major effect causation plays in business interruption insurance cases and the depth of the causative analysis goes much deeper than anticipated, however given the unanimous judgments from South Africa and the UK, the question of causation in Covid-19 business interruption claims seems to now be largely settled law.

Mobile money services refer to service where a mobile phone is used to provide banking services with little or no involvement of traditional banks. This service has become a powerful tool for bringing unbanked and underbanked people into the formal financial sector. The roll out and success of the service in question has not been smooth in some countries due to stringent financial regulations. The purpose of this study was to conduct a comparative legal analysis of how financial regulations have enhanced or hindered mobile money services adoption in South Africa and Zimbabwe and the extent to which this has helped to increase financial inclusion. Through a comparative analysis of primary and secondary sources of law, this study observed that South Africa and Zimbabwe have contrasting mobile money services fortunes which can be attributed to the regulatory approaches adopted by the two countries towards the mobile money services. South African adopted a no regulation approach requiring any entity that engages in mobile money services to do so within the confines of existing financial regulations. As a result of this, mobile money services have made little to no contribution to the fight against financial exclusion in South Africa. On the other hand, this research found that Zimbabwe has a thriving mobile money service sector. This can be attributed to the test and learn regulatory approach adopted by the country's regulators. At the time of writing this thesis, MTN and Vodacom in South Africa are relaunching their mobile money services after discontinuing the services 5 years ago. Rigid financial regulations were fingered as one of the causes of failure of the first attempt. The author hopes in highlighting the regulatory shortfalls of the approach adopted by South Africa in regulating mobile money services, this thesis will help policy makers, regulators and industry players to develop robust and inclusive mobile money regulatory eco-systems which promote financial inclusion as is the case with Zimbabwe.

Over the years, artists who were once the biggest selling artists in the South African music industry have been witnessed to have no financial or other resources upon their death; or when they left the record labels they were signed to, their careers faded and they had nothing to their name. There have been numerous allegations from artists about the treatment they have received from their record labels, particularly with regard to being inadequately compensated for their work and record labels not honouring the agreements they had with them. This dissertation examines how copyright law, as applied to the music industry, solves or tries to solve the problem of artists who die or live as paupers, after having been among the biggest selling artists in the country. It evaluates whether copyright law provides any mechanism to deal with the alleged exploitation that has existed for a very long time in the music industry. Understanding that the purpose of copyright protection is to incentivise authors and motivate them to create more works, the dissertation evaluates whether copyright law has any specific provisions to safeguard this purpose. The dissertation further considers the principles of contract law as a tool used to create binding agreements between artists and record labels. The dissertation argues that the contracts that artists and record labels enter into are unfair, which is as a result, amongst other things, of the imbalance of the negotiating power of the two parties.