scholarly journals THE RELIEF PROVIDED TO A COMPLAINANT UNDER SECTION 163(1)(a) OF THE 2008 COMPANIES ACT: AN EXAMINATION OF THE CRITERION WITH REFERENCE TO PEEL v HAMON J&C ENGINEERING (PTY) LTD

Obiter ◽  
2021 ◽  
Vol 42 (3) ◽  
Author(s):  
Simphiwe S Bidie
Keyword(s):  
Court Decisions ◽  
Minority Shareholders ◽  
Rights And Interests ◽  
A Company ◽  
Point Of Reference ◽  
Made In

The remedies in favour of minority shareholders that have developed over the years have been informed by the discriminatory manner in which the proper-plaintiff rule has been applied within the management of companies, in disregard of the rights and interests of minority shareholders. Broadly, section 163(1) of the Companies Act 71 of 2008 accords shareholders or directors of a company three circumstances in which they have rights to apply to court for relief. One ground for application is that an act or omission of a company, or a related person, has had a result that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, the applicant. From the contemporary debates and court decisions consulted, it is clear that the criterion that complainants must satisfy under section 163(1) – “any act or omission of the company, or a related person, has had a result”, – and the manner in which parties must go about meeting such criterion, is not yet settled. The intention of this paper is to analyse and examine this criterion. The paper seeks to contribute to the debate by using the case of Peel v Hamon J&C Engineering (Pty) Ltd as the point of reference. The case is pertinent because it touches on all the elements that must be satisfied under section 163(1). Secondly, much as the decision is supported, it seems an error of law was made in one aspect of the decision.

scholarly journals CIR v Niko: A question of economic reality

2019 ◽  
Vol 19 ◽  
pp. 139-160
Author(s):  
E M Stack ◽  
M Stiglingh ◽  
A Koekemoer
Keyword(s):  
Court Decisions ◽  
Economic Gain ◽  
Economic Entity ◽  
Lump Sum ◽  
Economic Reality ◽  
Taxation System ◽  
A Company ◽  
Made In ◽  
Sole Owner

This article analyses the facts and judgment in CIR v Niko, involving the transfer of business assets from a sole trader to a company, the shares of which were substantially owned by the same sole trader. This case changed the inherently flawed, but prevailing practice at that stage of regarding a lump-sum payment from a lock-stock-and-barrel sale of a business as a receipt of a capital nature, to a receipt that needed to be allocated to the various assets included in the sale, and therefore potentially the receipt would be partly of a capital and partly of a revenue nature. Although the conclusion relating to lock-stock-and-barrel sales in general was sound, the submission made in this article is that, in the particular circumstances of the case, the economic reality of the transaction was not considered – virtually no economic gain was realised by J. Niko, the seller and sole owner of the business to a company of which he was also the substantial shareholder. Two subsequent court decisions, which similarly ignored the economic reality of the transactions in the context of a group of companies, followed this judgment. In this article, the problematic nature of the decisions that ignored the economic reality of the transactions is demonstrated with reference to accepted canons of a good taxation system. The article also explains the partial legislative relief that has subsequently been granted for transfers of assets from a person to a company and for transfers within a group of companies, but concludes that there is a need for full recognition of a group of companies as an economic entity for tax purposes.

ASPECTS IN BUILDING A COMPANY WEB-SITE AND ITS ROLE FOR THE DEVELOPMENT OF BUSINESS

2018 ◽  
pp. 117-124
Author(s):  
Petar Halachev ◽  
Victoria Radeva ◽  
Albena Nikiforova ◽  
Miglena Veneva
Keyword(s):  
Life Cycle ◽  
Web Site ◽  
The Internet ◽  
A Company ◽  
The Web ◽  
Design Construction ◽  
Made In ◽  
Site Types

This report is dedicated to the role of the web site as an important tool for presenting business on the Internet. Classification of site types has been made in terms of their application in the business and the types of structures in their construction. The Models of the Life Cycle for designing business websites are analyzed and are outlined their strengths and weaknesses. The stages in the design, construction, commissioning, and maintenance of a business website are distinguished and the activities and requirements of each stage are specified.

The Legal Status of a Company after Decision on Its Liquidation

2021 ◽  
Vol 10 (1-2) ◽  
pp. 138-152
Author(s):  
Viktoriia O. Khomenko ◽  
Leonid V. Efimenko ◽  
Valentyna A. Vasilyeva
Keyword(s):  
Market Economy ◽  
Legal Status ◽  
Court Decision ◽  
Entrepreneurial Activity ◽  
Legal Entity ◽  
State Register ◽  
Legal Position ◽  
Main Factors ◽  
A Company ◽  
Made In

Abstract Entrepreneurial activity is one of the main factors in the development of the market economy of the state, the internal and external markets of Ukraine and innovative industries. Therefore, the main purpose of this article is to analyse the peculiarities of the legal position of a company after a decision has been made to terminate it. It is established that the liquidation of legal entities is performed without the transfer of the rights and obligations of the liquidated enterprise to other persons, i.e. without succession. Upon liquidation of the enterprise, its rights and obligations are terminated. The current civil legislation does not provide for the limitation of the powers of the liquidation commission in cases of liquidation based on a court decision. It is argued that the liquidation commission be terminated when an entry on termination of the activity of a legal entity is made in the unified state register.

The Conundrum of Valuing a Company`s Intellectual Capital

2010 ◽  
pp. 1848-1861
Author(s):  
Luiz Antonio Joia ◽  
Paulo Sérgio da Silva Sanz
Keyword(s):  
Field Study ◽  
Intellectual Capital ◽  
Intangible Assets ◽  
Academic Literature ◽  
Study Methodology ◽  
Relationship Capital ◽  
A Company ◽  
Insight Into ◽  
Made In

Since the early 1990s, research has been conducted in an attempt to establish a viable and reliable manner of measuring the intangible assets, also referred to as the intellectual capital, of companies. Several models have been devised, most of them using indicators to evaluate the intangible assets of a given undertaking. In this chapter, exploratory field study methodology is used to analyse the behaviour of the “customer retention” indicator, which has been widely used to evaluate a company’s relationship capital. Two of the largest Brazilian e-retailing groups are analysed in order to obtain an in-depth insight into the behaviour of their frequent customers via their digital channel. Conclusions are presented, indicating that the role of frequent customers in e-retailing companies can sometimes be widely divergent from that presented in existing academic literature. Finally, recommendations are made in order to reach a clearer understanding of the conundrum of valuing a company’s intellectual capital via taken-for-granted indicators.

Part VIII Accountability for Displacement and Refugee Rights Violations, Ch.62 Restitution and Other Remedies for Refugees and Internally Displaced Persons

2021 ◽  
Author(s):  
Bradley Megan
Keyword(s):  
Data Collection ◽  
Power Relations ◽  
Internally Displaced Persons ◽  
Court Decisions ◽  
Displaced Persons ◽  
Internally Displaced ◽  
Forced Migrants ◽  
State Of Research ◽  
Evidentiary Standards ◽  
Made In

This chapter explores restitution and other remedies for refugees and internally displaced persons (IDPs). Most refugees and IDPs never receive any formal redress for the wrongs they have suffered. Yet over the past 30 years, significant progress has been made in advancing international norms on remedies for refugees and IDPs, and experiences in countries from Bosnia and Kosovo to Rwanda and Iraq have strengthened understanding of the challenges involved in translating these principles into practice. Efforts have focused predominantly on the restitution of housing, land, and property (HLP), with the assumption that this is the most pertinent remedy for forced migrants, particularly because it may help enable return as the ‘preferred’ solution to displacement. The chapter assesses these developments and the state of research on this pivotal challenge. It reviews the approaches taken in major peace treaties, court decisions, and standards. The chapter then reflects on five intertwined challenges: (i) developing appropriate data collection techniques and evidentiary standards; (ii) balancing the rights of ‘secondary occupants’ and people in protracted displacement; (iii) mitigating risks associated with HLP restitution; (iv) developing a better understanding of how gender, race, class, and other intersecting power relations influence redress; and (v) moving beyond a narrow focus on property restitution to consider the wider range of losses associated with displacement.

Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

5. Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

Stability through Change: The Pervasiveness of Political Ideas

1999 ◽  
Vol 19 (3) ◽  
pp. 293-312 ◽  
Author(s):  
Jonas Hinnfors
Keyword(s):  
Rational Choice ◽  
Policy Change ◽  
Path Dependency ◽  
Main Claim ◽  
Political Ideas ◽  
Policy Window ◽  
Opening Up ◽  
Point Of Reference ◽  
Made In

For all the day-to-day changes, the parties have actually been surprisingly faithful to their overarching ideologies. However, in no way has this stability precluded change. The main claim made in this article is that, on the contrary, in several instances it appears that the only way of keeping up ideological stability is through policy change. The kind of stability based on an ongoing adaptation and change might be the very triggering cause behind the successful opening up of a policy window. By offering a firm point of reference, ideology analysis could function as a bridge between ‘formative’ approaches – which indicate some degree of actor freedom — and ‘path dependency’ approaches – which stress deterministic structuring by institutions – and provide one of the missing links between institutional and rational choice analyses.

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