dc.contributor.author | Luiz, S M | |
dc.date.accessioned | 2013-01-31T07:35:04Z | |
dc.date.available | 2013-01-31T07:35:04Z | |
dc.date.issued | 2012 | |
dc.identifier.citation | Luiz, S.M. 2012. Some comments on the scheme of arrangement as an "affected transaction" as defined in the companies act 71 of 2008. Potchefstroom electronic law journal (PELJ) = Potchefstroomse elektroniese regsblad (PER), 15(5):102-131 [http://www.nwu.ac.za/p-per/index.html] | en_US |
dc.identifier.issn | 1727-3781 | |
dc.identifier.uri | http://hdl.handle.net/10394/8014 | |
dc.description.abstract | A scheme of arrangement involving a regulated company and its shareholders is
defined as an "affected transaction" in the Companies Act 71 of 2008. Although
scheme of arrangements, which can be used to achieve a takeover of a company,
are a common occurrence, the Act provides no definition of such schemes. The
importance of knowing what actually constitutes a scheme of arrangement becomes
apparent when it is noted that section 121 of the Actprovides that any person making
an offer which if accepted would result in an affected transaction is obliged to comply
with all the relevant reporting and approval requirements in the Act, as well as the
Takeover Regulations, unless the Takeover Regulation Panel has granted an
exemption. Giving effect to an affected transaction is prohibited, unless the Panel
has issued a compliance certificate or granted an exemption. The article comments
generally on the definition of a scheme of arrangement as an affected transaction,
highlighting the elements of a scheme of arrangement. Specific consideration is
given to transactions which include a re-acquisition by the company of its own
previously issued securities and when such a re-acquisition on its own would be
considered to be a scheme of arrangement and an affected transaction. Comment
on the obligation to appoint an independent expert to report on the scheme and the
relevance, if any, of the solvency and liquidity of the company embarking on a
scheme of arrangement is included. Finally, consideration is given to the need to
have a scheme of arrangement approved by a special resolution and the potential
exclusion of certain voting rights. The article exposes a number of difficulties with the
interpretation of the applicable provisions and suggests that these need to be
revisited by the legislature for clarification. | en_US |
dc.language.iso | en | en_US |
dc.subject | Scheme of arrangement | en_US |
dc.subject | Affected transaction | en_US |
dc.subject | Companies Act | en_US |
dc.subject | Company takeover | en_US |
dc.subject | Re-acquisition of companies | en_US |
dc.subject | South African company law | en_US |
dc.title | Some comments on the scheme of arrangement as an "affected transaction" as defined in the companies act 71 of 2008 | en_US |
dc.type | Article | en_US |