Tag: CorporateGovernance
Delinquency – the corporate reckoning of directors
The Supreme Court of Appeal’s (SCA) decision in Msibithi Investments and Others v African Legend Investment and Others [2025] ZASCA 61 is a clear reminder that the power to declare a director delinquent under section 162 of the Companies Act 71 of 2008 (Companies Act) has real teeth.
King V is revolutionising governance and restoring trust
The publication of the King V Code on Corporate Governance for South Africa 2025 (‘the Code’) marks more than just an update - it signals a profound philosophical shift. This new Code is engineered to restore and solidify stakeholder trust by providing verifiable assurance that companies are led with integrity and are effectively managed. It is a powerful move designed to drive transparent, long-term governance impacts and fundamentally end the era of "tick-box" compliance.
The risks of corporate ‘washing’ – the D&O laundry list
In today’s competitive marketplace, companies face mounting pressure to attract and retain investors. This pressure can tempt leaders to overstate achievements or inflate projections. Some may also resort to window dressing. While these tactics can polish a company’s image, they raise the risks of corporate ‘washing’. More seriously, they can cross into misrepresentation or securities fraud
Interrogating fiduciary duty in the wake of SA governance failures
Following several high-profile governance breakdowns, most notably the collapse of Daybreak, South Africa continues to grapple with the aftershocks. These failures follow persistent cases of state capture. As a result, company directors across sectors now face heightened scrutiny.
Cyber breaches and D&O – what insurance policies don’t cover
Cyber incidents continue to grow in frequency and severity, especially as new technology emerges. While D&O and cyber liability policies offer distinct coverage differences, terms need to be carefully structured to avoid potential gaps.
Shareholder rights – power without responsibilities, obligations or duties!
In South African corporate law, shareholders enjoy extensive rights - but face remarkably few obligations when exercising them. Directors, in contrast, are tightly bound by fiduciary and statutory duties, accountable for every decision they make on behalf of the company. This imbalance raises a critical question: Should shareholders also bear some responsibility - especially when their actions directly shape the strategic direction of a company?
