Journal of Corporate and Commercial Law & Practice The最新文献

Abusing business rescue proceedings by a director and its impact on King IV™ ethics of good corporate governance 董事滥用企业救助程序及其对King IV™良好公司治理伦理的影响

Journal of Corporate and Commercial Law & Practice The Pub Date : 2023-01-01 DOI: 10.47348/jccl/v9/i1a2

Simphiwe P Phungula

{"title":"Abusing business rescue proceedings by a director and its impact on King IV™ ethics of good corporate governance","authors":"Simphiwe P Phungula","doi":"10.47348/jccl/v9/i1a2","DOIUrl":"https://doi.org/10.47348/jccl/v9/i1a2","url":null,"abstract":"In the past few years, the impact of COVID-19 in South Africa has given rise to the need for business rescue proceedings for financially distressed businesses. Moreover, the looting, unrest, and floods in certain parts of South Africa have exacerbated businesses’ financial stress. To help financially distressed companies in South Africa, the Companies Act 71 of 2008 has introduced a business rescue procedure aimed at helping these ailing companies. This mechanism aims to rehabilitate financially distressed companies so that they become solvent again and, if that is not possible, yield a better return for the company’s creditors or shareholders than would result from the immediate liquidation of the company. Unfortunately, since the introduction of business rescue, evidence has shown that sometimes companies resort to business rescue proceedings to seek refuge from creditors even if the facts do not justify that the company should commence business rescue. In most cases, the abuse of business rescue is done by directors who pass a resolution that the company should embark on business rescue even if evidence shows that the company should not commence the proceedings. This is done notwithstanding the principles of the King IV Report on Corporate Governance™ (King IV™), which requires ethics and good governance on the part of directors. This article demonstrates how the abuse of business rescue can impact the principles of good governance and ethics of King IV™. It argues that directors should rethink their corporate practices and ethical standards when passing a resolution to commence business rescue proceedings.","PeriodicalId":476166,"journal":{"name":"Journal of Corporate and Commercial Law & Practice The","volume":"367 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135448029","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The independent non-executive director: Origins, regulation and persistent challenges 独立非执行董事:起源、监管和持续挑战

Journal of Corporate and Commercial Law & Practice The Pub Date : 2023-01-01 DOI: 10.47348/jccl/v9/i1a4

Helena Stoop-Koornhof

引用次数: 0

Practice note: Supreme Court of Maryland overrules prior distinction between director’s managerial and non-managerial duties and reaffirms that the MGCL is the ‘sole source’ of director duties to the corporation and its stockholders 实践笔记:马里兰州最高法院推翻了之前对董事的管理职责和非管理职责的区分，并重申《董事责任法》是董事对公司及其股东职责的“唯一来源”

Journal of Corporate and Commercial Law & Practice The Pub Date : 2023-01-01 DOI: 10.47348/jccl/v9/i1a5

James J Hanks Jr, Hirsh M Ament, Judah L Rosenblatt

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The value of the market price in contracts of sale: an analysis 销售合同中市场价格的价值:分析

Journal of Corporate and Commercial Law & Practice The Pub Date : 2023-01-01 DOI: 10.47348/jccl/v9/i1a1

Paul Nkoane

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Reimagining a new world of South African Insolvency Law: Advantage to creditors and section 39(2) of the constitution 重新构想南非破产法的新世界:债权人的利益和《宪法》第39(2)条

Journal of Corporate and Commercial Law & Practice The Pub Date : 2023-01-01 DOI: 10.47348/jccl/v9/i1a3

Alastair Smith

{"title":"Reimagining a new world of South African Insolvency Law: Advantage to creditors and section 39(2) of the constitution","authors":"Alastair Smith","doi":"10.47348/jccl/v9/i1a3","DOIUrl":"https://doi.org/10.47348/jccl/v9/i1a3","url":null,"abstract":"A recent judgment in an application for a final order of compulsory sequestration provided startling justification for granting the order even if the debtor’s estate has no assets that would provide a pecuniary benefit and prospect of a dividend for creditors by relying in part on s 39(2) of the Constitution of the Republic of South Africa, 1996 and extensive quotations from two Constitutional Court decisions on other topics. The connections between the scope, purport and objects mentioned in s 39(2) and the subject matter of the case were not stated by the court but left to the reader to imagine and construct. Possible lines of justification are ventured in this article. The judgment’s vision of radically reimagining the South African law of insolvency is based on misapplying s 12(1)(c) of the Insolvency Act 24 of 1936. In possible moves towards reforming South African insolvency law by abandoning the requirement of advantage to creditors in a new statute, it would be essential for the legislature to canvass detailed, well-informed, carefully considered research and guidance by experts on South African social, economic and financial policy in the current circumstances.","PeriodicalId":476166,"journal":{"name":"Journal of Corporate and Commercial Law & Practice The","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135448027","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0