Ria Pieterse Attorneys Inc

25/05/2026

04/05/2026

𝐂𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐆𝐨𝐯𝐞𝐫𝐧𝐚𝐧𝐜𝐞 𝐢𝐧 𝐅𝐨𝐜𝐮𝐬

The Supreme Court of Appeal (SCA) has delivered an important judgment in 𝑀𝑠𝑖𝑏𝑖𝑡ℎ𝑖 𝐼𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡𝑠 (𝑃𝑡𝑦) 𝐿𝑡𝑑 𝑣 𝐴𝑓𝑟𝑖𝑐𝑎𝑛 𝐿𝑒𝑔𝑒𝑛𝑑 𝐼𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡 (𝑃𝑡𝑦) 𝐿𝑡𝑑, a case that highlights what is expected of company directors when making major business decisions.

At the centre of the dispute was a power struggle between shareholders and directors, and whether certain decisions were taken in the company’s best interests, or for personal or strategic advantage.
What did the court decide?

The court confirmed that directors must use their powers for a proper purpose, meaning they must act honestly and in what they believe is best for the company — not to manipulate control or voting power.

A controversial 2020 share issue was upheld because the main (or “dominant”) reason for issuing the shares was to raise much‑needed capital for the company. Although the decision had the side‑effect of reducing some shareholders’ control, that alone did not make it unlawful.

The SCA clarified the “dominant purpose” test: if a decision is mainly made for a legitimate business reason, it will not be invalid simply because it also has negative consequences for certain individuals.

One director,was declared a delinquent director for seven years after the court found that he had acted dishonestly and with gross negligence, including misleading the board and frustrating important transactions.

The court also allowed certain historical share issues to remain in place, even though they were technically irregular, because undoing them would have been unfair after so many years.

𝐖𝐡𝐲 𝐭𝐡𝐢𝐬 𝐦𝐚𝐭𝐭𝐞𝐫𝐬:
This judgment reinforces the importance of good corporate governance, confirms that directors can be held personally accountable for serious misconduct, and provides clear guidance on how courts assess whether board decisions are lawful under the Companies Act 71 of 2008.

For guidance on director duties or corporate governance matters, consult a legal professional. Contact RPA today!

22/04/2026

𝗠𝗮𝘁𝗲𝗿𝗻𝗶𝘁𝘆 𝗹𝗲𝗮𝘃𝗲 𝗶𝗻 𝗦𝗼𝘂𝘁𝗵 𝗔𝗳𝗿𝗶𝗰𝗮: 𝘄𝗵𝗮𝘁 𝗱𝗼𝗲𝘀 𝘁𝗵𝗲 𝗹𝗮𝘄 𝗮𝗰𝘁𝘂𝗮𝗹𝗹𝘆 𝗽𝗿𝗼𝘃𝗶𝗱𝗲?

South African labour law is clear on one point: employees are entitled to four consecutive months’ maternity leave. This right is created by section 25 𝒐𝒇 𝒕𝒉𝒆 𝑩𝒂𝒔𝒊𝒄 𝑪𝒐𝒏𝒅𝒊𝒕𝒊𝒐𝒏𝒔 𝒐𝒇 𝑬𝒎𝒑𝒍𝒐𝒚𝒎𝒆𝒏𝒕 𝑨𝒄𝒕 (𝑩𝑪𝑬𝑨) and applies regardless of length of service.

What is often misunderstood, however, is that the BCEA does not require employers to pay employees during maternity leave. In law, maternity leave is therefore unpaid by default, unless payment is specifically provided for in the employee’s contract of employment, a company policy, or a collective agreement.

The BCEA does prohibit an employer from requiring or permitting a pregnant employee to work for:
* six weeks after the birth, unless a medical practitioner or midwife certifies that the employee is fit to do so; and
* a period during which the employee’s or child’s health may be at risk.

While employers are not statutorily obliged to pay remuneration during maternity leave, employees may still have access to financial support through UIF maternity benefits, provided they are registered and meet the qualifying requirements. UIF benefits are intended to partially replace income during the leave period and are administered separately from the employer.

The key takeaway is that maternity leave is a statutory right, but payment during maternity leave is a contractual or policy-based benefit, not an automatic legal entitlement.

This distinction remains a common source of dispute and underscores the importance of clear employment contracts and workplace policies.

26/03/2026

Read more:https://lpc.org.za/lawyer-killed-in-jhb-lpc-statement24march2026/