The General Laws of Agency do not supply a full answer in circumstances where the principal is a company. These laws have undergone certain changes and extentions to suit the company which, as principal, cannot perform any act, by reason of the fact that it is a fictious entity. These changes were brought about by the English Doctrine of Constructive Notice and the Turquand Rule, as well as Section 36 of the Companies Act (Changes); and the Doctrine of Estoppel (Extention). Abolition of the Doctrine of Constructive Notice and the Ultra Vires Doctrine is pleaded on the one hand and the retention of the Turquand Rule, which must be kept distinct from Estoppel, on the other. Contracting with companies will hereby be simplified and become more practical. This will bring our company law on par with modern company law developments, especially those of England.

One of the chief principles of company law is that a company is a separate legal personality and that the liability of a member in a company, limited by shares, is limited to the amount, if any, unpaid on his shares. A problem down the years has been to prevent these principles being exploited by the controllers of the company, largely its directors and thereby to protect creditors of the company. Although judges have at times regarded certain companies whose misdemeanours have come under the_ spotlight as a 'cloak' and a 'sham', 1 the fact remains that a company as a separate legal personality comes into existence on the date of incorporation and that no recourse can be f6unded on the proposition that a company's misdemeanours cause it ipso facto to forfeit its existence. The most important statutory incursion into the principle of the separate personality of a company is contained in what are commonly known as the fraudulent or reckless trading provisions of the Companies Act 61 of 1973, namely s 424. This provision replaces s 185 bis (1) of the Companies Act 46 of 1926 which was derived from what is presently s 630 of the Companies Act (1985) of the United Kingdom (s 332 of the Companies Act 1948) which is still limited to fraudulent trading only.

Submitted in partial fulfilment of the requirement for the degree of Master of Laws by Coursework and research report at the University of the Witwatersrand, Johannesburg, 2018 / This research report seeks to interrogate whether some of the notable limitations which led to the dismal failure of the Judicial Management as a corporate rescue mechanism effectively remain subversive to the business rescue procedure which is intended to prevent the same experiences of the past. The research will thus be limited to the consideration of only those limitations which were problematic under Judicial Management and yet appear not to have been sufficiently addressed by Chapter six of the Companies Act 71 of 2008. It will be acknowledged that the business rescue procedure stands to be largely progressive. However, the bulk of this research is intended to show that the complicated nature of the business rescue provisions coupled with some drafting oversights on the part of the Legislature leaves the procedure vulnerable to the same issues which affected its predecessor. Specifically, the imprecise and complicated nature of sections 131(4) and 133(1) of the 2008 Companies Act makes the procedure vulnerable to judicial conservatism, the same challenge which was most contributory to the failure of Judicial Management. This has in turn resulted in several inconsistent decisions in the interpretation of these provisions which causes unnecessary uncertainties deleterious to the intended purpose for which the business rescue mechanism was enacted. / XL2019

No description available.

Thesis (LLM) --University of Limpopo, 2010

Thesis (M.B.A.)--University of Hong Kong, 1995. / Includes bibliographical references (leaves 198-200).

Thesis (M. Phil.)--University of Hong Kong, 2009. / Includes bibliographical references (p. 210-230). Also available in print.

Thesis (M. Phil.)--University of Hong Kong, 2009. / Includes bibliographical references (p. 210-230). Also available online.

"Thesis approved for the degree of Doctor of philosophy in the University of London." / "First published May, 1939."

Management Buy-Outs occur when the managers of a company buy the company from its owners, namely the shareholders. Where such a company is a listed public company, the transaction is known as "going private. 11 The critics allege that this type of buy-out leads to irreconcilable conflicts of interests, a breach of fiduciary duties and to insider trading by the directors. For this reason Management Buy-Outs should be prohibited or alternatively, regulated to such an extent as to make them virtually unworkable. It is submitted that these conflicts are not irreconcilable and that they are no different to the myriad of other conflicts which arise out of the promotion, incorporation and the operation of a company. Both statute and the common law effectively deal with most of the critics' apprehensions without necessarily prohibiting the transactions giving rise to them. / Private Law / LL.M