The best time to plant a tree was twenty years ago. The second best time is now.
– Chinese proverb
We provide integrated advice and service across a spectrum of practice areas. Our lawyers have acted in complex commercial matters that raised significant commercial and regulatory issues.
Our lawyers have advised a range of clients including multinational corporations, investment banks, public companies, private companies (including small and medium scale businesses) and regulatory bodies.
An important part of our corporate and commercial practice is the work we do in advising on/ vetting/ drafting/ negotiating Commercial Contracts.
We advise our clients on a broad range of commercial agreements including those regulating:
- Joint ventures arrangements (including conventional joint ventures and dual-listed companies structures);
- Supply and distribution arrangements;
- Service; and
- Outsourcing arrangements.
A lot of our clients’ transactions require a suite of complex and bespoke commercial contractual documentation, which we prepare and provide to our clients. We aim to thoroughly understand our clients’ businesses and hence their business needs in order to offer tailored and relevant solutions
Corporate - General
We advise on:
- Company formation and administration;
- Share capital;
- Shareholder rights;
- Drafting of or amendment of Memoranda of Incorporation;
- Directors’ duties, liabilities and rights;
- Directors’ indemnification;
- The South African Companies Act, 2008;
- Board and shareholder meetings; and
- Corporate restructuring.
We advise listed and unlisted clients up to date with corporate governance procedures and developments. We advise on the development of corporate governance regimes. Our work includes advice relating to:
- Compliance with the Companies Act, 2008;
- Compliance with the King Code of Corporate Governance for South Africa 2009 (King Code);
- For companies listed on the securities exchange of the JSE, compliance with the Listings Requirements of the JSE;
- Board structure and terms of reference for boards and board committees;
- Board reviews; and
- Responsibilities of directors, especially non-executive directors.
Equity Capital Markets
Our lawyers have extensive experience in equity capital markets, advising on primary and secondary offerings on the JSE. Our lawyers have advised issuers, underwriters and managers in:
- Initial public offerings (IPOs);
- Rights issues;
- Placings; and
- stabilization of equities.
Our lawyers have worked on many transactions involving offerings on more than one securities exchange and have experience assisting global/ foreign/ overseas counsel on issues relating to the securities exchange of the JSE.
Mergers and Acquisitions
Our lawyers have considerable experience in advising on private acquisitions and disposals of both companies and businesses across a broad range of sectors. They have advised on some of South Africa’s largest cross border deals and other strategically significant deals.
We provide expert and relevant legal advice and guidance on all types of deals to target companies and/or their directors, bidders and financial advisers on South African and cross-border deals. In this area, our advice would include, as applicable:
- Investment and exchange control issues generally, but with specific reference to foreign direct investment
- Advice in relation to South Africa’s Broad-Based Economic Empowerment laws Zimbabwe’s and policy
- Guidance in relation to the various legal regimes applicable to particular fields of business activity in South Africa, with particular reference to mining,
- banking, insurance and manufacturing
- Compliance with the South African Companies Act and subsidiary legislation
- Compliance with the Listings Requirements of the securities exchange of the JSE; and
- Drafting of all necessary contracts.
Unbundlings and Reorganisations
- We offer advice on:
- The unbundling/ spinning-off of businesses;
- The restructuring of companies prior to listing on a public exchange;
- The use of schemes of arrangement and other court processes to restructure companies or groups of companies;
- The conversion of listed property clients into Real Estate Investment Trusts (REITs).