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.

The world is experiencing a paradigm shift exhibited by the unprecedented convergence of the biological, physical, and technological environments. This paradigm shift, occasioned by the Fourth Industrial Revolution (4IR), is transforming the way of life, work, business, the law, and government policy across the world. The introduction of 4IR technologies such as robotization and Artificial Intelligence is threatening massive labour displacements and resultant significant erosion of the tax base. With the full extent of the 4IR yet to obtain scholars, international organisations such as the Organisation for Economic Cooperation and Development (OECD), World Economic Forum (WEF) and governments have initiated policy inquiries and debates to respond to the looming threats and to maximise on opportunities presented by the 4IR. This research falls within the broader context and out of similar concerns to the OECD Base Erosion and Profit Shifting project (BEPs) and as expressed under Action 1 which deals with the taxation of the digital economy. Amongst the proposals to respond to robotization threats to the tax base is the imposition of a robot tax. Therefore, the robot tax debate is the foci of this research. So far, the robot tax debate has been restricted to developed countries and now slowly gaining momentum in developing countries. The South African president, Cyril Ramaphosa constituted the Commission on the Fourth Industrial Revolution in 2019 in response to the dawning realities of the 4IR. The commission is tasked with the mammoth task of deciphering the 4IR and diagnosing its impact across various sectors in South Africa and to report its findings and recommendations. The establishment of the commission on 4IR underscores the imperativeness of this study whose crux is to explore the relevance of the robot tax debate in the South African context representative of developing countries. This is in cognisance of the struggle against inequality, rising unemployment, a broadening budget deficit, stagnant economic growth, and declining revenue collections against a growing demand for free education and social security. Using a doctrinal approach, this research finds that the robot tax debate is not only relevant but imperative in developing countries and that the socioeconomic circumstances present in these countries aggravate the negative impact of 4IR.

The thesis examines the ownership model and various control arrangements of state-owned companies (SOCs) to establish how the division of corporate power between the boards of directors and shareholder-representatives and the exercise of corporate power by these organs impact corporate governance. The thesis makes several claims. First, it argues that the architecture of ownership and control is not underpinned by a sound theoretical base and lacks a clear and consistent economic and political logic. Second, the motivations for state ownership are vague and contradictory, resulting in an irrationally amorphous ownership model. Third, shareholder control powers are excessive, often abused, and lead to shareholder proximity to the locus of governance, which engenders interference and erodes boards' autonomy and authority to govern effectively. Fourth, the legal and regulatory regime governing SOCs is plural, complex, fragmented, and contradictory. Collectively, these and other conceptual flaws have an adverse impact on governance. To address the flaws, the true nature and role of SOCs as entities of a special kind designed to fulfil an overarching public interest mandate need to be reimagined. To realise the public interest mandate, SOCs must be governed in the public interest. This has several aspects. The first is the truncation of excessive shareholder powers and the elimination of interference by removing SOCs from direct political control and placing them under an independent and professional shareholder entity akin to Singapore's state holding company, Temasek. The second aspect is a rethink and expansion of the duties of SOCs' directors by introducing a novel duty to act in the public interest, in addition to their traditional duties. The third aspect is that the legal and regulatory framework must be de-layered, responsive, and complementary to accommodate and give impetus to the public interest approach to corporate governance. Ultimately, these changes must culminate in a nuanced and bespoke architecture of ownership and control that is minimalist and structured and that can, arguably, address the idiosyncratic governance challenges that confront South African SOCs.

This research examines the operational and financial shortcomings of South African State-Owned Companies (‘SOCs') which is shown to primarily stem from a lack of enforceable accountability. The resolution of this accountability issue begins with the identification of SOCs. An analysis is undertaken of the predominant statutes with which SOCs are required to comply: the Public Finance Management Act and the Companies Act. An examination of these statutes, together with relevant case law and secondary sources, reveals contradictory, convoluted and confusing provisions relating to the definition and categorization of various State-Owned Enterprises (‘SOEs') and SOCs. A complete overhaul of these statutory definitions and categorisations is required through the enactment of an overarching legislation to govern all aspects relating to all SOEs, under which SOCs will be subsumed, as was previously proposed by the Presidential Review Committee on State-Owned Entities in 2012. The various accountability mechanisms, which should currently be implemented by SOCs, are analysed in terms of primary and secondary sources of law. This analysis divides the mechanisms into two distinct categories: internal and external mechanisms. Internal accountability mechanisms include: the directors, the board and its committees, the role of the company secretary and internal audit and the state, as the sole shareholder of the SOC. The external accountability mechanisms include: the external audit, the role of the Auditor-General and Public Protector, the legislature, the judiciary and the public, as the ultimate stakeholder of the SOC. Notwithstanding the availability of these accountability mechanisms, SOCs still fail to actually account for their continued underperformance. Research conducted through a direct analysis and interpretation of the annual, integrated reports of South African Airways SOC Limited (‘SAA'), from 2012 to 2017, will illustrate the inability of an SOC to effectively account for its performance. It is shown that one of the significant challenges which contributes to the accountability issue facing an SOC stems from the fact that the state is its sole shareholder. Evidence from this case study, together with that garnered from the investigation of the Zondo Commission of Inquiry into State Capture, will conclusively unveil the significant accountability issues experienced by many SOCs in South Africa. There is limited case law on the corporate governance and accountability of SOCs, however, an examination of secondary sources of law illustrates the growing trend for the board of an SOC to implement 3 corporate governance structures to achieve accountability. However, it is submitted that corporate governance, whilst popular, may not be the best method for achieving the accountability of SOCs. A structured framework entailing the enforceable accountability of SOCs is proposed as a solution to the accountability issue through the implementation of a reward-based system which incentivizes the board of an SOC, and the state, to achieve real and significant accountability. This system requires the establishment of an independent rating agency which will rate the accountability of an SOC. The rating of the SOC will be linked to the provision of state funding, with maximum thresholds based on specific rating levels. The board of an SOC will retain the discretion of deciding which mechanism is to be instigated to attain actual accountability, of which corporate governance is just one method. The board of an SOC, and the state, will be incentivized to achieve a high rating level in order to secure preferential state funding. This reward-based enforcement mechanism for the accountability of SOCs will require legislative reform through the enactment of overarching SOE legislation to govern all aspects relating to SOEs. In addition, legislation will be enacted to establish an independent rating agency, akin to the state institutions established under chapter nine of the Constitution. The implementation of an effective enforcement mechanism will result in the achievement of actual and significant accountability for SOCs which will ultimately improve their performance and reduce their reliance on the state's scarce resources.