Viewing post categorized under: Business Dispute Resolutions

What happens when a director genuinely disagrees with other directors regarding the best route to achieve the success of a company? Is that director entitled to defy the collective decision of the board and pursue his or her preferred option, even to the extent of concealing this decision from fellow directors? Or does the fiduciary duty of loyalty and the requirement to perform director duties in good faith compel him or her to be transparent with fellow directors and persuade them to his or her desired option? On 14 July 2026, and in Saxon Woods Investments Ltd & Others v Costa [2026] UKSC 21 (“Saxon Wood Judgment“), The Supreme Court of the United Kingdom (“Supreme Court“), the apex appeal court in the United Kingdom (“UK“), issued a decision providing useful guidance regarding the abovementioned corporate governance questions.

The South African company law has been influenced by the UK company laws; therefore, the Saxon Wood Judgment is useful for South African companies and directors.

Read the article

In terms of section 83 of the Companies Act, No. 71 of 2008 (“Companies Act“), the deregistration of a company does not affect the liability of a director in respect of any act or omission before the deregistration of a company and such liability continues and may be enforced as if the company had not been deregistered. On 24 March 2026, the High Court of South Africa, Western Cape Division, Cape Town (“High Court“), in Lupacchini NO v That Collective (Pty) Ltd and Others (11348/2019) [2026] ZAWCHC 137, decided that, notwithstanding the company deregistration, the directors (including a de facto director) of a deregistered company were in contempt of a court order issued against the deregistered company during the directors’ tenure.

Read the article

On 06 March 2026, the Supreme Court of Appeal of South Africa (“SCA“) reaffirmed the principle that the objectives of a trust may only be found in the trust deed and cannot be varied by the wishes of the founder expressed informally in family meetings and dinner tables prior to their death. The judgment which is the subject of this note is Lenette Janse De Wit & Others v Toerien De Wit N.O. & Others (607/2024) [2026] ZASCA 23.

Read the article