Final Level, half course, first semester, two lectures per week.

9 NQF credits at NQF level 8

Convener: Dr T Tabane

Course entry requirements: All Preliminary and Intermediate Level courses to have been completed.

Course outline: The background to the enactment of the Companies Act 2008 (including a general desiderata of a modern Companies Act); the perceived weaknesses of the Companies Act 1973; the objectives of the Act and purposive interpretation; legal personality, including issues of capacity – RF companies – the consequences that ensure where a company’s memorandum of incorporation contains restrictive conditions – the consequences for outsiders who transact with an RF company; the scope for tailoring the structure of a company and its governance to the specific needs of its incorporators – alterable provisions and unalterable provisions of the Act – rules of the company – shareholders’ agreements; directors – the nature of the office – the conceptual basis of the office and fundamental concepts underlying the common-law and statutory duties and liabilities of directors; enforcement and remedies; representation of the company – issues of authority – the Turquand Rule; corporate governance – the inter-relationship between the board of directors and the shareholder meeting; corporate finance; fundamental transactions, and business rescue and compromise with creditors.

DP requirements: None

Assessment: Research paper (5000 words) 100%.