March 2017


THE STATE OF CHINA'S OUTBOUND M&A M&A March 2017

On 23 January President Donald Trump signed an executive order formally withdrawing the USA from the Trans-Pacific Partnership (TPP) trade deal, calling into serious doubt its survival. "The TPP would be meaningless without the United States," said Prime Minster of Japan, Shinzo Abe, in an in interview with the Financial Times.

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PROTECTING ACQUISITIONS FROM GREMLINS M&A March 2017

The starting point for a buyer in most transactions is the maxim "caveat emptor". Even with the precaution of a thorough due diligence though, it is possible undiscovered gremlins will surface after pen has been put to paper.

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ONGOING OBLIGATIONS M&A March 2017

Shareholders have ongoing obligations which are not always clearly understood. These include those relating to beneficial interests in securities and how these obligations apply in the context of regulated companies. In order to understand these obligations we investigate what a beneficial interest is, how the obligation of disclosure is ongoing, how this applies to regulated companies and reasons for the obligations.

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UNPACKING COORDINATED EFFECTS M&A March 2017

The South African Competition Commission recently prohibited two proposed mergers in the packaging industry in which the Corruseal Group sought to acquire Boxlee and Pride Pak Packaging.

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NAVIGATING THE MAZE OF ENVIRONMENTAL LIABILITIES M&A March 2017

According to the polluter pays principle, the person responsible for pollution should bear the costs associated with mitigating and remediating its effects. This principle is incorporated into South African law as a component of the principle of sustainable development. South African law, however, casts a wider net in terms of holding persons responsible for the remediation of pollution and environmental degradation.

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EMPLOYMENT CHALLENGES WITHIN THE CONTEXT OF MERGERS AND ACQUISITIONS M&A March 2017

Employment lawyers are often seen as spending their time in the Labour Court, the CCMA and Bargaining Councils dealing with unfair dismissal, unfair labour practice, and strike disputes. However, the complexities of employing people and employment law apply not only when the employment relationship is ending, but also in the context of mergers and acquisitions where the potential exists for the relationship to continue with a new employer.

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PUBLIC INTEREST ISSUES IN MERGER REVIEWS M&A March 2017

Last year witnessed some important developments in the way public interest issues are dealt with in merger reviews in South Africa and several other African jurisdictions. These cases are likely to shape the analysis of mergers and acquisitions by antitrust regulators on the Continent in 2017 and beyond, as well as how these transactions are approached by dealmakers and their advisers.

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IMPACT OF TAX ON M&A M&A March 2017

In order to give effect to a proposed merger or acquisition, the parties involved need to deal with various areas of law including competition law, employment law, commercial law and the fiscal consequences of the proposed transaction.

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CLARITY ON TAX ON TAKING OVER CONTINGENT LIABILITIES IN SALE OF BUSINESS M&A March 2017

Great caution needs to be exercised when structuring sale of business agreements. While the economy is under pressure, it is imperative that any agreements take all factors into account to optimise outcomes for the parties.

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Tales from the US of A... - March 2017 International March 2017

Republican travel ban not unreviewable

The San Francisco-based Circuit Court of Appeals declined to rein- state the presidential executive order banning travellers from seven majority-Muslim countries. The court rejected the president's argument that he has "unreviewable authority to suspend the admission of any class of aliens". The court found no precedent to support this claimed unreviewability. The political branches of government are subject to the Constitution. The court rejected the argument that the affected people have no due process rights. These rights apply to all persons, and not just citizens within the United States, as well as to people seeking re-entry after leaving the country. The court found government had submitted no evidence of a threat to the country and the lower court's order had merely returned the nation temporarily to the position it has occupied for many previous years. Lorelei Laird February 9

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The World in February - March 2017 International March 2017

After President Trump was derailed by federal judges in his attempt to introduce a travel ban on visitors from various countries, the deans of Harvard Law School, Martha Minow, and Yale Law School, Robert Post, joined forces to write an op-ed in The Boston Globe. "By questioning the legitimacy and authority of judges, Trump seems perilously close to characterising the law as sim- ply one more enemy to be smashed into submission. At risk are the legal practices and protections that guard our freedom and our safety from the mob violence that destroyed democracies in the 1930s." Trump insulted US District Court Judge, James Robart, who initially.

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Smart contracts Contract Law March 2017

Contracts are widely viewed as the tool which make transactions work in an economy, but is the traditional contract about to be turned on its head by the influx of a technical evolution in the form of "smart" contracts? Smart contracts are receiving note-worthy attention from across a broad range of industry sectors, and for good reason. But what are smart con- tracts, and why is it beneficial that businesses understand and embrace them?

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Domicilium citandi et executandi – do you really understand this term? Contract Law March 2017

In simple terms domicilium citandi et executandi means the address one elects for the purpose of receiving all legal notices and processes. This is applicable to all contractual arrangements including, among others, the entering of lease agreements, loan agreements and financial agreements.

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An ongoing controversy Contract Law March 2017

The contentious and long-running issues surrounding clauses in commercial leases that have the effect of granting a major tenant the exclusive right to carry on a particular type of business in a centre, and a corresponding clause in the lease of another tenant, prohibiting it from carrying on the same type of business, appears to have a taken another step towards a conclusion.

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When did we get married? Customary Law March 2017

More often than not couples who first get married in terms of customary law also, once the customs and usages of their tradition are observed, get married under civil law.

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