Magister Legum - LLM / An agent acting in excess of his authority creates several legal problems, particularly in company law. In South African law, like in many other legal systems around the world, the interplay between the doctrines of ultra vires and constructive notice has, historically, played a profound role in governing the relationship between a company, its representatives, and outsiders. For decades, the contractual capacity and consequent liability of companies have been guided by thorny and intricate legal principles. This issue has become especially intriguing in light of the changes to the company law regime introduced by the new legislation. The relevant sections of the Companies Act 71 of 2008 (the 2008 Act) that allow for the restriction of a company's powers, require close scrutiny and thoughtful consideration. To that end, this thesis shall examine some of the legal consequences arising from the conclusion by a company's agent of an "unauthorised contract".

CONSTITUTIONAL REVIEW OF THE LIMITS OF POWERS OF THE EU IN THE CR AND GERMANY (THE LISBON TREATY AND FURTHER DEVELOPMENT) The purpose of the thesis is to analyze the case-law of the Constitutional Court of the Czech Republic and the Federal Constitutional Court of Germany relevant to the question of the relationship between Union law and national law, paying attention especially to the problematic area of ultra vires review claims, ie to the right of the constitutional court of a Member State to take the final decision whether an act of any European institution exceeds powers that have been transferred from the Member States to the EU according to the Treaties. The thesis consists beside introduction and conclusion of four chapters. Chapter one introduces the key provisions of the national constitutions both in Germany and in the Czech Republic, which allow to the Member States to delegate some of their sovereign powers to the EU. Chapter two deals with earlier decisions of both constitutional courts regarding the matter of EU law (before the Lisbon judgement) and points out the leading premises which were most important for the future development of the case-law on relationship between Union law and national law. Chapter three provides an analysis of three judgements on the Treaty of Lisbon (the Lisbon...

It is the aim with this paper, to research the shortcomings experienced in the appeal procedures as contained in the Engineering Profession Act ("EPA"), in order to determine whether the process should be revised or if only certain relevant sections of the EPA should be rewritten. Due to the administrative nature of certain duties of the Council as authorised by the EPA, it makes it inevitable that appeals will follow. It is therefore imperative that the procedures to appeal, must be both functional and effective. The relevant sections of the EPA as well as the appeal procedures of the Health Professions Act's will be researched, taking into account the stipulations of the Constitution and the Promotion of Administrative Justice Act ("PAJA"). Relevant legal administrative principles and doctrines, court judgments, as well as the views of authors are also taken into account. Two major areas of concern in certain sections of the EPA have been identified: • The fact that the whole council has to decide on appeals, and • the fact that such hearings have to take place within a very limited time frame. Relevant court findings have made it clear that decisions made by authorities, have to comply with the requirements set out in the Constitution in coherence with PAJA. In conclusion, based on the Constitutional and the legal administrative requirements, it is found to be necessary to rewrite the relevant sections of the EPA, as well as the rules of appeal, as these do not make the grade at present. / Thesis (LL.M. (Public Law))--North-West University, Potchefstroom Campus, 2009.

It is the aim with this paper, to research the shortcomings experienced in the appeal procedures as contained in the Engineering Profession Act ("EPA"), in order to determine whether the process should be revised or if only certain relevant sections of the EPA should be rewritten. Due to the administrative nature of certain duties of the Council as authorised by the EPA, it makes it inevitable that appeals will follow. It is therefore imperative that the procedures to appeal, must be both functional and effective. The relevant sections of the EPA as well as the appeal procedures of the Health Professions Act's will be researched, taking into account the stipulations of the Constitution and the Promotion of Administrative Justice Act ("PAJA"). Relevant legal administrative principles and doctrines, court judgments, as well as the views of authors are also taken into account. Two major areas of concern in certain sections of the EPA have been identified: • The fact that the whole council has to decide on appeals, and • the fact that such hearings have to take place within a very limited time frame. Relevant court findings have made it clear that decisions made by authorities, have to comply with the requirements set out in the Constitution in coherence with PAJA. In conclusion, based on the Constitutional and the legal administrative requirements, it is found to be necessary to rewrite the relevant sections of the EPA, as well as the rules of appeal, as these do not make the grade at present. / Thesis (LL.M. (Public Law))--North-West University, Potchefstroom Campus, 2009.

Doctor Legum - LLD / The ideals of shareholder and creditor protection are affected by legislation pertaining to the validity of a company’s transactions. Until legislative reforms introduced in the twentieth century, a company’s capacity and the ultra vires doctrine traditionally limited the company’s ability to contract. Therefore, the legal framework regulating corporate capacity influences a company’s interactions with outsiders. The goal of the law in this regard should be to facilitate commerce while providing adequate protection to all affected stakeholders. South Africa’s Companies Act 71 of 2008 (the Act) contains several novel provisions regarding a company’s capacity, the desirability of which is questionable. Special purpose vehicles (SPVs) are used for various purposes in commerce, from asset holding in the financial services sector to concluding complex financial functions in corporate finance. For instance, traditional securitisation is a financial engineering technique that makes use of corporate SPVs. Traditional securitisation is a valuable risk management, earnings management, and corporate financing tool. Incorporators of securitisation SPVs often include capacity restrictions in the constitutions of such entities as a means of reducing the likelihood that the SPV will be subject to liquidation proceedings.This thesis analyses the capacity provisions in the Act to determine whether they provide a commercially desirable framework to facilitate the activities of SPVs used in traditional securitisation schemes. The thesis argues that the capacity provisions in the Act in their current form are undesirable because they place third parties at too great a risk in exchange for inconsistent and unreliable shareholder protection. Executory ultra vires contracts concluded by limited capacity companies are at the same time valid and capable of being restrained by a single shareholder, director or prescribed officer of the company. It is argued that the Act’s approach to corporate capacity is detrimental to commercial certainty and creditor protection, and that capacity restrictions under the current framework do not provide any more shareholder protection than ordinary authority limitations would. Consequently, it is argued that the capacity provisions in the Act do not make a positive contribution to the “insolvency-remoteness” of SPVs used in traditional securitisation schemes. It is recommended that the capacity provisions in the Act should be substantially amended, or deleted.