Mergers and Acquisitions

LexisNexis Practical Guidance Mergers and Acquisitions offers detailed assistance from start to completion of commercial transactions which are essential for corporate attorneys, legal advisors, directors and trustees.

Guidance notes and comprehensive resources are provided to steer the reader through corporate decisions and related processes as well as legal issues including:

  • understanding founding documents;
  • obtaining resolutions;
  • practical applications of the Companies Act 71 of 2008;
  • due diligence exercises;
  • regulatory issues relevant to transactions including takeover regulations;
  • valuations;
  • repurchase of shares;
  • subscription agreements;
  • sale of shares agreements;
  • shareholders’ agreements;
  • memoranda of incorporation;
  • statutory amalgamation or merger;
  • sale of business agreements;
  • restructuring in business rescue;
  • ownership structures and broad based black economic empowerment; and
  • key tax implications to various transactions.

Expert Contributors
Keren Watson, Partner, Cox Yeats

Keren obtained her LL.B. summa cum laude from the University of KwaZulu-Natal, Pietermaritzburg in 2006.
Keren joined Cox Yeats in 2011 and was appointed partner in 2013. She practises in the Commercial & Natural Resources Law Team where her experience lies in drafting and negotiating commercial agreements and memoranda of incorporation, assisting clients with corporate restructuring, assisting with issues in relation to trusts including family, employee and community trusts and giving presentations and providing advice on consumer protection law, company law and general business law issues.
Keren is the author of the LexisNexis publications: A Practical Guide to the Companies Act and Butterworths Forms and Precedents: Companies Volumes 1 and 2. She is co-author of Butterworths Forms and Precedents: Companies Volume 3 and of the LexisNexis online product Practical Guidance: Corporate Governance.

Simon Watson, Partner, Cox Yeats

Simon graduated from the University of KwaZulu-Natal, Pietermaritzburg with an LL.B. in 2006 and with an LL.M. in Commercial Law in 2009. After joining Cox Yeats in 2010 as an associate he was appointed a partner in 2013.
Simon practices in the Commercial & Natural Resources Law Team and his focus is on commercial law and commercial litigation. He has experience in advising on and drafting deeds of trust, managing commercial and corporate transactions and high profile disputes involving company restructures.
Simon is the author of Commentary and Precedents for Partnerships and Joint Ventures in Butterworth Forms and Precedents Volume 3. He is also the co-author of the LexisNexis online product Practical Guidance to Corporate Governance which covers practical issues relating to corporate governance in South Africa including items of relevance to directors, senior management, shareholders and legal advisors.

Jenna Padoa, Partner, Cox Yeats

Jenna obtained her LL.B. summa cum laude and her LL.M. cum laude from the University of KwaZulu-Natal, Durban in 2010. After completing her articles at a local law firm in 2012, she went on to join a leading multinational FMCG company in South Africa as an Internal Legal Counsel.
Jenna joined Cox Yeats in June 2013, was appointed a partner in 2016, and practises in the Commercial & Natural Resources Law Team.
Jenna is experienced in a broad range of commercial legal work, including company law, trust law, mining and environmental law and consumer protection law.

 
Insolvency Law. Table of contents.

  • The purpose of due diligence
  • How to conduct a due diligence
  • The due diligence report
  • The role of valuations in transactions
  • Valuation methods

  • Founding documents
  • Resolutions
  • Introduction to the sale of shares
  • Required approvals
  • Sale of shares agreement
  • An overview of share issues
  • Required approvals
  • Subscription agreement
  • An overview of share buybacks
  • Required approvals
  • Share buyback agreement

  • An overview of statutory amalgamations and mergers
  • Procedure and required approvals
  • The merger or amalgamation agreement

  • The board of directors
  • The memorandum of incorporation
  • The shareholders agreement

  • An overview of the sale of a business
  • Required approvals
  • The sale of business agreement

  • The shift of power in business rescue
  • The business rescue plan

  • The BEE codes
  • Finance arrangements
  • Fronting and risky structures

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