Quarter 1 2022


Update on the Master’s Office The Law March 2022

In late January 2022, the Master's Office in Pretoria was visited by the deputy minister, Mr John Jeffery, and other representatives of the Department of Justice. This signaled the severity of the problems at the Master's Office and it is hoped that remedial steps are taken as soon as possible.

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Practice Directives should be subordinate to Uniform Rules of Court The Law March 2022

The Rules Board for Courts of Law Act (107 of 1985) provides for the making of rules for the efficient, expeditious and uniform administration of justice in the Supreme Court of Appeal, high courts and lower courts; to make provision for the establishment of the Rules Board for Courts of Law; and to provide for matters connected therewith.

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Citing spouses married in community of property in contracts The Law March 2022

Revisiting the implications of the Matrimonial Property Act (88 of 1984)

The Borcherds v Duxbury 2021 (1) SA 410 (ECP) matter raised questions regarding electronic signatures in property transactions, but it also touched on how parties married in community of property (and their spouses) should be cited or named when drafting a contract in property transactions.

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Inspired by The Ancestor Constitutional Court Art Collection / Cover March 2022

The handwoven tapestry by Joseph Ndlovu that forms part of the Constitutional Court Art Collection (CCAC), and is reproduced on the cover of this issue of without prejudice, is based on Ernest Mancoba's (1904–2002) oil painting L'Ancêtre, seemingly abstract but rich in depth.

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Introduction M&A FEATURE March 2022

2021 was a marked contrast to 2020 in the M&A sector.

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DealMakers’ 2021 RANKINGS OF LAW FIRMS M&A FEATURE March 2022

DealMakers' 2021 rankings for South African law firms

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The Best of the Best M&A FEATURE March 2022

The Ansarada DealMakers Gala Awards held on 22 February was a particularly festive event. For the overwhelming majority it was the first such event they had attended since COVID-19 shut down the world in 2020. A little of the 'old normal' was embraced by everyone.

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THE IMPACT OF PUBLIC INTEREST ON M&A TRANSACTIONS IN 2022 M&A FEATURE March 2022

Over the past few years, the scope of public interest considerations in mergers has expanded more in South Africa than in any other jurisdiction globally. In 2022, dealmakers can expect an extensive and broad range of public interest conditions to be imposed on many mergers.

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CONTEXT IS KING WHEN IT COMES TO M&A TRENDS M&A FEATURE March 2022

When a new year comes around, M&A practitioners are often asked to discuss trends in the market. Nowadays, this is always coupled with a request for a fresh view on what the pandemic has meant and will mean for deal-making. In my experience, the starting point for identifying trends is contextualisation.

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REGULATED COMPANIES: IF IT AIN'T BROKE, DON'T FIX IT M&A FEATURE March 2022

It is probably fair to say that one of the areas of the Companies Act (71 of 2008) (Companies Act) which has been in the most desperate need of a revisit is the applicability of takeover law in the private company sphere. As it stands, in terms of s118(1)(c)(i) of the Companies Act, read with regulation 91 of the Companies Regulations, 2011 (Regulations), a private company is a "regulated company", and is therefore subject to takeover law if more than 10% of its securities (as defined for takeover law purposes – s117(1)(j)) were transferred amongst unrelated persons in the past 24 months.

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ARE REPAYMENTS OF SHAREHOLDER LOANS BY A COMPANY CONSIDERED “DISTRIBUTIONS” UNDER THE COMPANIES ACT, 2008? M&A FEATURE March 2022

To the extent that the answer to this query is in the affirmative, the relevant company will need to satisfy the solvency and liquidity test set out in s4 of the Companies Act, 2008, as s46(1)(b) of the Act contemplates that a company cannot make any proposed distribution unless it reasonably appears that the company will satisfy the Solvency And Liquidity Test immediately after completing the proposed distribution.

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M&A INSURANCE TO THE RESCUE – AN EFFECTIVE TOOL TO INCREASE M&A ACTIVITY? M&A FEATURE March 2022

The COVID-19 pandemic generated a substantial downturn in economies worldwide. Although the disruptive impacts have been less severe for some jurisdictions, the reach of the pandemic on global economies is expected to extend well into 2022. Unprecedented times do, however, create opportunities and, as many economies begin to recover from the pandemic, merger and acquisition (M&A) activity is once again at the forefront of the minds of many company executives as they move on from recovery mode to thrive in the new normal.

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WHAT’S GOOD FOR THE GOOSE IS GOOD FOR THE GANDER? M&A FEATURE March 2022

Reappraising Section 164 of the Companies Act

Shareholders' growing tendency to campaign for particular corporate actions, or to influence fundamental transactions, has put a spotlight on the legal vacuum regarding the interpretation of s64 of the Companies Act (71 of 2008). Two recent cases attempt to create legal certainty on the intent and application of the appraisal rights remedy in s164.

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AFRICA RISING OR IN LIMBO? M&A FEATURE March 2022

Initially, I had a clear idea of what I wanted to write about in this article. I mulled over the topic for a while and just as I was about to start typing, the unthinkable happened – Russia invaded its neighbour, Ukraine. While trying to decipher the geopolitical reasons for the events that unfolded this past week, as explained by self-proclaimed experts on Twitter, I wondered how this would affect the economies of Africa as a whole, and South Africa specifically.

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