News & Articles
The importance of due diligence in M&A
The excitement of a merger or acquisition often sits in the “big picture” strategy, but the success of the deal lives or dies in the details. Due diligence is not a box-ticking exercise. It is the point at which assumptions are tested, risks are priced, and uncomfortable questions are asked. This article explores why looking before you leap, by conducting a thorough due diligence, is the golden rule of mergers & acquisitions (“M&A”) transactions.
Customary marriages stand equal
In a landmark judgment delivered on 21 January 2026, the Constitutional Court pronounced welcomed clarity on the interplay between customary marriages, civil marriages, and antenuptial contracts (“ANC”). The Court, by majority decision in VVC v JRM and Others (CCT202/24) [2026] ZACC 2 (21 January 2026) , declined to confirm a High Court order that had declared section 10(2) of the Recognition of Customary Marriages Act 120 of 1998 (“the Recognition Act”) unconstitutional. The majority decision powerfully reaffirmed the equal constitutional status of customary marriages and established that spouses cannot unilaterally alter their matrimonial property regime without judicial oversight.
Merger threshold shake-up: What SA businesses should know
The Department of Trade, Industry and Competition (“DTIC”) has published draft amendments to South Africa’s merger notification thresholds, signalling a potential shift towards reducing regulatory red tape and easing the cost of doing business for merging parties. If implemented, the proposed changes would materially affect when mergers are required to be notified to the Competition Commission (“Commission”) and may result in fewer transactions being subject to mandatory approval.
2026: The year to get your trust administration in order
The most common trust compliance pitfalls are poorly drafted trust deeds and inadequate record-keeping of trust documentation. Trustees’ failure to maintain proper records of resolutions or minutes clearly recording details of when, why and where the decisions were made and approved by the trustees of the trust has resulted in trusts being placed under a microscope for poor administration and non-compliance. Trustees should be aware that all decisions taken on behalf of a trust must be formally documented in a resolution and minutes and approved by the trustees.
Integrating SA trusts into global estate plans
This article explores how a South African trust can be integrated into a global estate plan. Clients often ask whether offshore assets can be bequeathed to a South African trust, whether the trust can make distributions to non-resident beneficiaries, and whether it can make distributions to a non-resident trust. The discussion below provides an overview of the key considerations for each scenario.
Trusts: Risk vs reward
Death eventually knocks on everyone’s door. While it is an uncomfortable certainty, it serves as a timely reminder of the importance of proper estate planning. A well-considered estate plan provides peace of mind that sufficient provision has been made for loved ones and that assets will be managed and transferred efficiently after death. In South Africa, trusts are frequently used as part of this process and, when correctly structured and administered, trusts can be an exceptionally powerful estate planning tool.
Trust loans and their tax consequences
Advisors and clients still use loan accounts to transfer assets into trusts, often perceiving them as simple and efficient structures. The idea seems straightforward: rather than donating assets and triggering donations tax, an individual sells assets to a trust on a loan account, allowing the trust to grow its wealth over time. In practice, however, these loans often accumulate and remain outstanding for years, creating unintended tax and estate-planning consequences. What begins as a seemingly straightforward arrangement can, over time, undermine the very purpose of establishing a trust.
Why Independent Trustees matter in Testamentary Trusts
Transparency and accountability are fundamental to sound fiduciary decision-making, particularly where a will provides for the establishment of a testamentary trust holding assets for the benefit of minors or other vulnerable beneficiaries. It is common practice for close relatives to be appointed as trustees in these trusts. However, as governance standards have evolved, so too has the recognition that good intentions alone are not sufficient. Modern fiduciary practice increasingly emphasises the appointment of an unbiased, independent trustee to ensure that decisions are made with the necessary expertise, impartiality, and avoidance of conflicts of interest.
The executor’s role in bringing a testamentary trust to life
A testamentary trust, often referred to as a mortis causa or Will Trust, is created through your Last Will and Testament and only comes into existence after your death. While there is ongoing debate as to whether such a trust falls under the law of succession or contract, one thing is clear: the executor plays a pivotal role in transforming your written intentions into a functioning legal structure.
Culture vs style: When workplace dress codes cross the line
Dress codes are a familiar part of many workplaces, yet employers often fail to calibrate how far they are allowed to go in regulating employee personal appearance. While employers may enforce standards of neatness, safety and professionalism, these rules cannot override constitutional rights, nor can they operate in a discriminatory manner. A recent reminder of this emerged from the Supreme Court of Appeal, where the court had to consider the fairness of dismissing correctional officers for refusing to cut their dreadlocks, contrary to the employer’s dress code.
Competition Commission guidelines on confidential information
The Competition Commission of South Africa (“Competition Commission”) identified a need to guide merger parties and stakeholders on claiming confidentiality over information. In September 2025, the Competition Commission issued Guidelines on the Commission’s handling of confidential information (“Guidelines”), which, however, are not binding on the Competition Commission, the Competition Tribunal or the Competition Appeal Court, but must be taken into account by these authorities when interpreting and applying the Competition Act 89 of 1998 (“Competition Act”).
Termination of joint ownership, rights in question: PIE Act explained
In a recent Western Cape court case where the court ordered the termination of joint ownership of properties, an interesting question arose as to whether the termination of joint ownership did not amount to an eviction contrary to the Prevention of Illegal Eviction from and Unlawful Occupation of Land Act, 19 of 1998 (PIE Act)? We look at the requirements for the termination of joint ownership by our courts and whether this can infringe on the PIE Act.
Trusts firmly in SARS’s crosshairs
The South African Revenue Service (“SARS”) has indicated that it scheduled its implementation of administrative penalties for non-compliance with trust tax returns for the beginning of 2026. Trustees should take note of this deadline as trusts remain firmly on SARS’s radar.
From pen to platform: can you sign digitally?
The pace of digital transformation is reshaping the way we do business daily. The convenience of electronic communication now also demands that legal requirements follow suit. This has given rise to electronic document signing platforms that facilitate and enable the signing of contracts and other important documents by parties. This, however, raises the question of whether this is legal and whether all contracts can be signed in this fashion. In this article, we aim to answer these two questions.
When “just a WhatsApp” becomes legal evidence
WhatsApp and similar messaging platforms have become a staple of modern communication and, increasingly, also business communication. But, viewing these platforms as informal and not binding could be dangerous, as the recent case of Gerritsen Trading CC t/a Gerritsen Drilling SA v Blydskap Holdings (Pty) Ltd (2024/146798) [2025] ZAWCHC 400 (27 August 2025) demonstrates.
Out with maternity leave, in with parental leave
A landmark judgment delivered on 3 October 2025 by the Constitutional Court of South Africa has reshaped the legal landscape governing employment and family rights. In Van Wyk and Others v Minister of Employment and Labour; Commission for Gender Equality and Another v Minister of Employment and Labour and Others (CCT 308/23) [2025] ZACC 20, the Court declared several provisions of the Basic Conditions of Employment Act 75 of 1997 (“BCEA”) and the Unemployment Insurance Act 63 of 2001 (“UIF Act”) invalid and inconsistent with the Constitution in that they unfairly discriminate between different classes of parents.
AI regulation on the horizon
Artificial Intelligence (AI) is rapidly transforming industries, and everyday life. We now live in an era where information cannot be trusted at face value, and content creation blurs the lines between reality and fiction. With such a dangerous capability literally at anyone’s fingertips, it is normal to wonder whether AI is being regulated in South Africa. In this article, we look at the current position regarding AI in South Africa.
The tax distinction between local and foreign dividends
Dividends from South African resident companies fall under the dividends tax regime and are subject to a 20% withholding tax in terms of section 64E of the Income Tax Act 58 of 1962 (“Act”), known as dividends tax, rather than normal income tax. In contrast, foreign dividends are included in a taxpayer’s gross income unless relief is available under section 10B of the Income Tax Act 58 of 1962, which provides a full or partial participation exemption depending on certain circumstances. In this article, we unpack the important distinction in the tax treatment of local vs foreign dividends in South Africa.
How 2025 redefined trust compliance in South Africa
2025 has seen the need for trust compliance become more important than ever, with notable changes regarding trusts and trust tax reporting flowing from, amongst others, the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022. In this article, we look at some of the compliance aspects that trusts have faced in 2025.
The cost of a “Return to Office” order
Remote working has become a common phenomenon in the workplace. But as we all know, the one constant is change, and an employer may change its views on remote working and require an employee to return to the office. But is it as easy as telling the employee to be at the office from the next week onwards? In this article, we highlight a few key aspects that an employer should keep in mind before instructing a remote worker to return to the office.
Can aggressive dogs be taken from Private Property?
When a dog on private property behaves aggressively toward people lawfully on the premises, questions arise about whether the dog can be leashed or even impounded to protect public safety, even within the bounds of private property.
Drawing a line on fines
If you own property in a sectional title, there is an important new rulebook that affects how your community must operate, particularly with issuing fines. The Community Schemes Ombud Service (CSOS) has issued its Consolidated Practice Directive 1 of 2025 (Directive), and it will change the way residents experience communal living.
Leaving for the holidays? Protect your business.
As the year draws to a close, and South Africans prepare for a well-deserved December break, business owners would be forgiven for not thinking about what could happen to their businesses were something unexpected to happen while they are on holiday. Whether a family business, professional practice, or a private company, the truth is that your business and the people who depend on you need more than just a good operations manual. They need you to have a plan for situations just like these. If you’re in that position, read on as we outline the areas that deserve your attention.
Section 8C explained: Tax tips for employee share schemes
Employee share schemes are often introduced to reward, retain, or align employees with long-term business growth. However, under section 8C of the Income Tax Act 58 of 1962 (the “Income Tax Act”), these arrangements can create significant and unexpected tax liabilities for employees when equity instruments vest. This article explains how section 8C operates, what qualifies as an “equity instrument,” and why careful structuring of share schemes is essential to avoid punitive tax outcomes.
The costly consequences of backdated share transactions
The South African legislative framework regards backdated shares as a suspicious and illegal practice, as it arises when a share issue or transfer is recorded as having occurred on an earlier date than the actual transaction. While backdating may be viewed as an administrative oversight, the consequences may constitute compliance risk, serious misconduct on directors, beneficial owners and compliance officers who authorise the backdating of share transactions. This is because backdated shares may manipulate the timing of funds, obscure the source of funds, and distort a company’s beneficial ownership structure.
Tax transparency matters: Are your deals reportable?
Some deals come with hidden reporting duties. Find out when your transactions could trigger SARS disclosure rules, and how to stay compliant. You may have heard the term “reportable arrangement” in tax conversations around commercial transactions. It sounds technical, and it is, but at its core, it’s about transparency. The South African Revenue Service (“SARS”) seeks information on certain transactions that could be used to avoid or reduce tax. If you enter a reportable arrangement, you may be legally required to report it. Failure to comply can result in significant penalties.
Tinsel, trolleys, and traps: Outsmarting the Black Friday storm
As Black Friday specials and festive-season sales saturate the market, retailers compete with promises of “unbeatable” discounts and “blink-and-you-miss-it” deals. But even in the frenzy, the Consumer Protection Act 68 of 2008 (the “CPA”) still applies. Designed to curb deceptive advertising, ensure fair pricing, and guarantee that goods remain of acceptable quality, the CPA sets the rules of the game. Understanding these rights is essential for both suppliers and shoppers, helping prevent year-end discounts from turning into disputes.
Unlocking the Path to Compliance: Navigating South Africa’s Mandatory EPC Requirements for Commercial Property Owners
Attention to all owners of commercial property buildings: Are you aware of the imminent and significant change in South African property law that directly affects you? By December 2025, all non-residential buildings are required to possess Energy Performance Certificates (EPCs) as mandated by recent regulations published on 8 December 2020 in the Government Gazette. Failure to comply could result in hefty fines up to R5 million or even imprisonment for five years. These regulations are poised to add further requirements to the conveyancing process and commercial property disposal landscape, introducing new responsibilities that you, as a commercial building owner, need to be aware of.
Can a Body Corporate Pull the Plug? Lessons from the Katisi Case
South Africa’s sectional title market remains a cornerstone of urban property investment, accounting for approximately 30% of all residential property transactions in 2024. Despite its growth and resilience amid economic pressure, the sector presents unique legal and procedural complexities – particularly for Conveyancers.
Are Living Wills Gentleman’s Agreements?
Are living wills gentleman’s agreements?
A living will is a declaration or an advanced directive which represents a patient’s wish to refuse medical treatment—particularly life-sustaining treatment—when the patient is no longer able to competently express a view. A living will, distilled to its essence, is therefore a prospective decision to refuse medical treatment.