This dissertation aims to focus on whether the parties to an international sale contract on CIF Incoterms varied in the oil and gas industry, specifically the petroleum sector, achieve the objective of linking the passing of ownership in the petroleum products1 sold from England to South Africa, to the passing of risk in those petroleum products by indicating such intention in their contract of sale?

The European Union (EU) and Faroe Islands, a small self-governing archipelago under the sovereignty of Denmark, both belong to the North-East Atlantic Fisheries Commission (NEAFC). NEAFC is a regional fisheries management organisation (RFMO) which is responsible for the management of, inter alia, Atlanto-Scandian herring. NEAFC parties have a long-term management plan in place for Atlanto-Scandian herring. Based on recommendations from the International Council for the Exploration of Seas (ICES) the parties set a total allowable catch (TAC) for the herring and divide this among the contracting parties each year. At the 2012 consultations between the NEAFC parties the Faroe Islands requested a larger share of the TAC. The Faroe Islands left the consultations after the other parties repeatedly refused this request. It was granted a share of the TAC by the other four states in its absence. It then set its own catch quota far above this allocated share. In response the EU put in place port state measures to prevent Atlanto-Scandian herring from entering the EU. This included an import ban and a ban on the use of EU ports by Faroese vessels. The EU took this action under Council Regulation (EC) No. 1026/2012 (Shared Stocks Regulation) which allows measures to be imposed against third countries that allow non-sustainable fishing of common or straddling stocks. This includes measures taken against RFMO partners for non-compliance with RMFO laws, as RFMOs are generally set up to conserve straddling fish stocks. This Regulation was promulgated in line with a number of multilateral environmental agreements (MEAs) such as UNCLOS and the United Nations Fish Stocks Agreement (UNFSA). The Faroe Islands challenged the Shared Stocks Regulation and the specific Implementing Regulation imposing the port state measures in both the World Trade Organisation (WTO) and a Tribunal constituted under the United Nations Convention on the Law of the Sea (UNCLOS). However the matter was settled before either of these tribunals could hear the case. The dissertation interrogates whether the EU Regulations are consistent with WTO law, specifically the General Agreement on Tariffs and Trade (GATT), using the facts of the Atlanto-Scandian herring dispute. Chapter I sets out the background to the dispute, and explains the concepts of illegal, unreported and unregulated (IUU) fishing, and port state measures. Chapters II and III of the dissertation consider the consistency of the EU Regulations with the GATT. Chapter II finds that the EU Regulations contravene one or more of Articles I, V and XI of the GATT (the substantive provisions). Chapter III considers whether these measures, having contravened one of the GATT substantive provisions, may be justified under Article XX of the GATT (the exceptions provision). Chapter III concludes that, although well-crafted, the EU Regulations may still not be justifiable under the Article XX Chapeau in the particular circumstances of the herring dispute, based on principles in previous WTO cases. Chapter IV considers the relationship between multilateral environmental agreements (MEAs) relevant to IUU fishing and WTO agreements, to determine whether the EU Regulations could be considered GATT-consistent by reference to these MEAs or whether the MEAs could override WTO law. Chapter V concludes.

The patent problems experienced in Nigeria's tax dispute resolution processes inspired this thesis. The disbanding of specialist tax tribunals by the Nigerian higher courts epitomised the disorder. The South African tax dispute resolution regime was reviewed primarily to identify practices that could be recommended to improve the Nigerian regime. The research questions in respect of improving the tax dispute resolution system in Nigeria are the following: How has the current tax dispute resolution system in Nigeria evolved? How should it evolve further? Can South Africa provide insights about the direction it should take? To answer the research questions, the tax dispute resolution environments in Nigeria and South Africa were assessed based on the convergent norms of good dispute resolution common to both. In this assessment of the two jurisdictions, emphasis was placed on judicial independence, access to justice, procedural fairness, administrative or judicial discretion, and timeousness. A combination of empirical and doctrinal methods was used. The key findings were as follows: (a) some current shortcomings can be explained by the historical evolution of the Nigerian tax environment, chiefly because taxation was introduced at different periods in the different regions of Nigeria and laws were not amended in a uniform manner; (b) there is no uniform centralised in-house dispute resolution process in the Nigerian federal tax authority; (c) the federal tax authority prefers to settle disputes out of court; (d) taxpayers comply better when a diplomatic approach to settling disputes is used by the tax authority; (e) Lagos was the most tax-compliant and litigious state in Nigeria; (f) conflicting decisions by courts of commensurate rank did not change the pre-existing practices of the tax authority as the authority will continue with the practice until it is vacated by a higher court; and (g) litigation was possibly a form of tax planning for some taxpayers. Recommendations were formulated based on the notion that convergent norms of good dispute resolution require the improvement of existing frameworks and practices. The reform of legislation and operational aspects of the Nigerian regime was also recommended. Key recommendations include (i) the retention of the TAT as a venue for the resolution of tax disputes; and (ii) the introduction of an in-house mediation process.

The importance of the role of a non-executive director (‘NED') within a given company has steadily been increasing in recent years particularly as a result of a number of high profile corporate collapses having taken place in many developed countries. In the advent of such collapses, industry observers are often interested in knowing what the NEDs were doing during their time at the company and whether they failed in preventing the demise of the company. The reasons for having NEDs on the board of directors are many and varied but include reducing the power of the executive directors, adhering to principles of good corporate governance, bringing an outside and independent perspective, acting as a boundary spanner between the board and the stakeholders' of the company, acting as internal advisors and monitoring the actions of the board etc. In light of the many corporate collapses and in recognising that the Companies Act makes no distinction between executive and NEDs, it is deemed essential to consider the standard of liability applicable to NEDs and to critically engage with the question of whether there is a legitimate basis for departing from the current globular standard of liability applicable to all types of directors. If there is to a distinction between the standard of liability as between executive and NEDs, the distinction should be in relation to the duty to exercise reasonable care and skill. The purpose of this research is, therefore, to investigate and clearly demonstrate the distinction between the role of a NED within a company as compared to their executive counterparts in order to support the conclusion that, indeed, an objective/uniform standard of liability applicable to all types of directors as regards the duty to exercise reasonable care and skill should be rejected.

Civil society organisations (CSOs) in South Africa, as citizen representatives, have been involved in challenging the ongoing poor corporate governance of state-owned enterprises that has caused tensions between citizens and the government. In doing so, civil society organisations demand accountability, transparency and citizen participation in state-owned enterprises governance. The problem is that their role in challenging state-owned enterprises is undefined in both law and literature and this uncertainty has resulted in an unsatisfying legal environment for them and in a strained relationship between themselves and government. The purpose of this research is to examine the legal provisions used by civil society organisations to advance good corporate governance in state-owned enterprises in South Africa by means of literature review, case studies and interviews. Existing provisions used by civil society organisations are explained in the study, loopholes in such provisions identified and measures that CSOs use to hold those responsible for poor governance in stateowned enterprises accountable for their actions discussed, consequently closing the existing gap on the undefined role of CSOs in the corporate governance of SOEs. The research demonstrates that there is need for an enabling legal environment through the speedy and effective amendment of existing laws and the introduction of legal provisions that give express authority to CSOs to challenge poor governance on the part of SOEs. Also critical is an enforcement of laws so that those responsible for poor corporate governance in SOEs are held accountable.

This thesis investigates how an appropriate theoretical framework for equal partnerships between universities in divergent contexts could be formulated, based on the principle of substantive equality. Literature has to date not addressed whether equality should be a principle underlying higher education partnerships, and the concept of equality in higher education partnerships has not yet been defined. This thesis explores present practices and conceptualisations of equality, specifically in partnerships between higher education institutions of divergent strengths, through a literature study, a survey of university stakeholders responsible for the management of bilateral international university partnerships, four minicase studies and a doctrinal review of the South African Constitutional Court's equality jurisprudence. An interpretivist paradigm is applied; Fredman's four-dimensional understanding of substantive equality serves as its theoretical framework. The internet-based survey tool ‘SurveyMonkey' was used to collect data for the survey. Data evaluation was undertaken using the analytical tools embedded in SurveyMonkey, the Statistical Programme for the Social Sciences (SPSS), and qualitative data was thematically analysed. The mini-case studies applied present practices and conceptualisations of equality in higher education partnerships, specifically in those between higher education institutions of divergent strengths, as the primary unit of reference. The substantive equality jurisprudence of the South African Constitutional Court was evaluated using Fredman's four-dimensional model of substantive equality. The most notable insight from the empirical research is that there is no uniform understanding of equality in higher education partnerships. Based on the empirical and doctrinal research, a theoretical framework was formulated. For partnerships to be considered equal, certain criteria from an open-ended list should be met, which include a value-foundation in mutuality, transparency and accountability, trust, equity and fairness, academic freedom, promotion of education, research and development, and ubuntu. Partners should make contributions that are equally meaningful, considering their context. They should be able to achieve their priorities to an equal extent through the partnership. The partners should recognise and affirm their equal worth, as well as the equal worth of all those who participate in partnership activities in all spheres of the collaboration. Open and transparent communication should be practised, and partnership decision-making processes should equally weigh all partners' voices and ensure that minority views are considered. The partnership as a whole should affirm the diversity of partner universities.

The regulatory and supervisory framework of financial co-operatives in South Africa consists of the Cooperatives Act (No. 14 of 2005), the Co-operatives Bank Act (No. 40 of 2007), Banks Act Exemption (Notice 620 of 2014) and the Financial Sector Regulation Act (No. 9 of 2017). In Malawi, the regulatory and supervisory framework of financial co-operatives consists of the Financial Services Act (No. 26 of 2010) and the Financial Co-operatives Act (No. 8 of 2011). This thesis proposes that the regulatory and supervisory frameworks provided by these pieces of legislation in both South Africa and Malawi do not adequately regulate the sector and that this in turn, one of the main contributing factors to the slow growth of financial co-operatives in the respective countries. On the one hand, the frameworks over-regulate some aspects of the financial co-operatives sector. This overregulation has created a harsh regulatory environment for some financial co-operatives. On the other hand, some aspects of the financial co-operatives sector are underregulated. Under-regulation has resulted in regulatory arbitrage and oversight of the fact that financial co-operatives have economic objectives, ownership structures, risks, and challenges unique to them. Interestingly, although such gaps and overcompensations in the frameworks have hindered the growth of formal and semi-formal financial co-operatives, they have fostered the growth of informal financial cooperatives. Accordingly, in both countries, there is an overwhelmingly large sector of informal financial co-operatives. Informal financial co-operatives are not governed by formal pieces of legislation. Rather, they are governed by indigenous law, or as otherwise termed, the law of the people. This thesis postulates that the overregulation and under-regulation embedded in the current regulatory and supervisory frameworks have been birthed from a misunderstanding of what financial co-operatives are and how they ought to function; an infusion of unfavourable historical and political influences and practices into the current regulatory and supervisory frameworks; overdependence of external aid; and lastly, an underestimation of the competencies of the citizens in both countries. The aim of this thesis is not to suggest supplanting of the current formal frameworks in South Africa and Malawi, or an adoption of informal governance structures. Instead, this thesis aims to provide recommendations for legal reform within the current framework. It aims to propose how, if possible, or required, the relevant laws in South Africa and Malawi might be changed, reformed or developed within their existing frame of reference.

The thesis critiques South African secured lending laws by examining the contractual basis on which money is loaned and its repayment is secured, focusing on syndicated loans. The loan of money constitutes a loan for consumption in terms whereof the lender passes legal title to its money to the borrower, who must return the same number of units in the same currency, with or without interest. The law on loans for consumption is based on Roman law and Roman-Dutch law. The thesis analyses the principles whereby senior and mezzanine lenders, acting in a syndicate, lend money to a borrower in a loan for consumption where the repayments and security rights are ranked. The internationalisation of standard-form loan agreements is discussed, and some English law lessons are analysed. The principles that govern the legal nature, purpose and function of security rights in rem and in personam, and specifically security rights in syndicated loans, are analysed. In law, a security right is created when an asset is appropriated to a debt as contemplated by the common law and the Insolvency Act 24 of 1936. Security rights must be accessory to a valid principal debt. Insolvency law treats cessionaries as secured creditors and holders of guarantees as concurrent creditors. The principles of the law of cession, and the pledge and cession in securitatem debiti of rights in personam, including the theories that underly it, namely, the pactum fiduciae theory and the pledge theory, found security in personal rights and are measured against the United Nations Commission on International Trade Law (UNCITRAL) Model Law on Secured Transactions, Vienna, 2019, the English law on charges and Article 9 of the American Uniform Commercial Code. A number of deficiencies and inconsistencies in our security rights laws are identified, including incongruency, the absence of a coherent and uniform security rights system, and adverse insolvency law consequences for the cedent on the cessionary's insolvency arise from applying the pactum fiduciae theory. I conclude that the time is opportune to codify and reform South African law on secured lending to remedy the identified deficiencies and inconsistencies.

The advent of digitalisation has fundamentally shifted the manner in which the commercial world carries on business away from the traditionally established brick-and-mortar business models. The thorough permeation of digitalisation through the economy has resulted in the proliferation of new digitalised business models. Resultingly, there is growing concern that economic actors are increasingly able to avoid, remove or significantly reduce their tax liability within the existent framework which was conceived in light of traditional business models. Moreover, the emerging business models are able to take advantage of the affordances of the digitalisation of the economy to increase their geographic commercial reach, alter the manner of value creation and operate substantial business functions within a jurisdiction without the traditionally concomitant taxable or physical presence. Therefore, this dissertation evaluates and examines the adequacy of the existing South African framework for source-based taxation in its application to the new digitalised business models. Primarily, it is established that the ‘benefit theory' provides the theoretical justification for the imposition of tax on the basis of source, and therefore provides the normative framework through which the adequacy of the existing South African source rules is determined. Both the statutory rules and judicial approach to the determination of source are found to be inadequate in their application to the new digitalised business models. There is limited scope for the application of the existing statutory source rules, contained in s9 of the Income Tax Act, to the digitalised economy. The absence of a statutory rule for the determination of source with regard to digitalised business models places pressure on the judicial approach, which is ill-equipped to deal with the complexities of the digitalised economy. There exists limited scope to extend the judicial approach to determine the source of income in the absence of activity or physical presence on the part of the taxpayer. The introduction of statutory rules, as recommended by the Davis Tax Commission, has not yet materialised. The international project toward addressing the tax challenges of the digitalised economy provides some guidance in the formulation of a South African statutory response. The revenue sourcing rules – which determine the jurisdiction from which the revenue was derived – proposed by the Organisation for Economic Co-operation and Development and the African Tax Administration Forum provides for the identification of a sourcing principle for different streams of revenue, with a hierarchy of indicators to determine the source. This approach is advantageous in that it is cognisant that for different business models, different revenue souring rules are more appropriate and accurate. Alternatively, the approach adopted by the United Nation relies on the ‘payer principle', which is similar to the recommendation made by the Davis Tax Commission. However, the payer principle is criticised as it fails to allocate taxing rights to the place where the value was created.

International trade has increased significantly over the years and to enable this trend of increased volume of trade, there is a core focus on trade facilitation. Furthermore, customs play a key role in the movement of goods and have come to the spotlight as key role players in trade facilitation efforts. However, the problem that exists in modern international trends, specifically in Africa, is that the present customs administrations are inefficient to combat the increase in trade volumes and ensuring trade facilitation efforts are sufficiently implemented. With the current development of the African Continental Free Trade Area (AfCFTA) there is a potential for increased inter and intra-Africa trade and to strengthen regional integration. With such developments, African states must create an appropriate environment to advance and realise the trade objectives of AfCFTA. This thesis therefore aims to argue for an improved trading environment in Africa through a digitalised customs reformative tool, such as the Electronic Single Window (ESW), to ensure some beneficiation under the AfCFTA. The ESW is a trade facilitation tool aimed at easing and improving trade, and as this thesis argues, it can be a significant tool to realise the objectives of the AfCFTA. This thesis carried out desktop research based on literature to assess and provide the usefulness of the ESW in improving inter and intra-Africa trade. This was done by providing for key regional theories and approaches to integration efforts, assessing international trade facilitation regulatory frameworks, providing for the conditions of customs in Africa, the analysis of the ESW, and the implementation of the ESW in two African countries. Conclusively, this paper found that African states have several international and regional commitments to reform their customs and facilitate trade, and importantly, with the current era of digitalisation and a sound trade regulatory environment, the implementation of the ESW is achievable. Highlighting that digitalisation and a sound legal environment maximise the benefits of the ESW, which help improve inter and intra-Africa trade.