From Massmart to Mediclinic (with a drive-thru Burger King): The development of the public interest standard in merger regulation

by | Nov 9, 2025 | SAMLJ, SAMLJ V37 I2

From Massmart to Mediclinic (with a drive-thru Burger King): The development of the public interest standard in merger regulation

Author: Thalalolwazi Msutu

ISSN: 1996-2185
Affiliations: Lecturer, Department of Mercantile Law, Stellenbosch University
Source: South African Mercantile Law Journal, Volume 37 Issue 2, 2025, p. 198 – 227
https://doi.org/10.47348/SAMLJ/v37/i2a4

Abstract

One of the distinctive characteristics of South Africa’s merger control regime is the public interest test applied in every merger. The Walmart/Massmart merger of 2012 was the first high-profile test of the public interest standard, and the Competition Appeal Court set out certain parameters for the application of the public interest standard that largely influenced the assessment of the public interest standard in the 2010s. With the Competition Amendment Act of 2019, the public interest test has entered a second phase of development, as competition authorities have been more assertive in their application of the public interest standard. This has led to certain decisions, such as the Burger King merger being the first case in which the Competition Commission has prohibited a merger solely because of the public interest grounds, and the Mediclinic merger, which incorporated the Competition Act’s objectives and the Constitution in interpreting the public interest test. This has culminated in the Competition Commission’s Revised Public Interest Guidelines of 2024 confirming the prominence of the public interest test, the broadening of considerations and the positive obligation for mergers to promote one of the public interest grounds. The implications of this second phase for market participants are investigated in this article.

The abuse of sick leave and the Employer’s right to establish the veracity of medical certificates in South Africa: Woolworths (Pty) Ltd v CCMA and others (JA90/2022) [2024] ZALAC 29 (13 June 2024)

by | Nov 9, 2025 | SAMLJ, SAMLJ V37 I2

The abuse of sick leave and the Employer’s right to establish the veracity of medical certificates in South Africa: Woolworths (Pty) Ltd v CCMA and others (JA90/2022) [2024] ZALAC 29 (13 June 2024)

Author: Bongani Khumalo

ISSN: 1996-2185
Affiliations: Senior Lecturer, Department of Mercantile Law, University of South Africa
Source: South African Mercantile Law Journal, Volume 37 Issue 1, 2025, p. 228 – 242
https://doi.org/10.47348/SAMLJ/v37/i2a5

Abstract

None

The Constitutional Court restores the integrity of the Controlled Foreign Company Legislation: Coronation Investment Management SA (Pty) Limited v Commissioner For The South African Revenue Service [2024] ZACC 11

by | Nov 9, 2025 | SAMLJ, SAMLJ V37 I2

The Constitutional Court restores the integrity of the Controlled Foreign Company Legislation: Coronation Investment Management SA (Pty) Limited v Commissioner For The South African Revenue Service [2024] ZACC 11

Author: Thabo Legwaila

ISSN: 1996-2185
Affiliations: Professor, School of Law, University of the Witwatersrand
Source: South African Mercantile Law Journal, Volume 37 Issue 1, 2025, p. 242 – 255
https://doi.org/10.47348/SAMLJ/v37/i2a6

Abstract

None

Directors’ duty to exercise independent judgement – English experiences and proposals for South Africa

by | Nov 8, 2025 | JCLA, JCLA V12 SE

Directors’ duty to exercise independent judgement – English experiences and proposals for South Africa

Author: Brighton M Mupangavanhu

ISSN: 2521-2605
Affiliations: LLB (UFH), LLM (UKZN), PhD Commercial Law (UCT). Former Programme Coordinator: LLM in Corporate Law programme and Associate Professor of Corporate and Finance Law, Faculty of Law, University of the Western Cape. Now Associate Professor of Commercial Law, Faculty of Law, University of Cape Town.
Source: Journal of Comparative Law in Africa, Volume 12 Special Edition, p. 1-33
https://doi.org/10.47348/JCLA/v12/2025-SEa1

Abstract

Directors owe many duties to the company. To discharge these obligations effectively and to contribute to making quality decisions, the law requires directors to exercise independent judgement and unfettered discretion, especially in the collective functioning of the board and during decision-making processes. Situations such as outside board influences (in the case of nominee directors) and the influence of domineering figures are rampant in the collective functioning of the board. The law considers it a breach of duty for a director to allow themselves to be dominated, bamboozled, or manipulated by a dominant fellow director in a manner which disables independent judgement. South Africa recently experienced several corporate crises and collapses in many sectors, blamed on poor decision making caused by domineering persons in decision-making processes. This article considers relevant English law experiences before the Companies Act 2006, the codification of the duty to exercise independent judgement in s 173 of the Companies Act 2006, and the relevant case law principles that have evolved to date. From the analysis of English law, the article draws lessons and makes a solid case for expressing the duty to exercise independent judgement in statute in South Africa.

Advancing corporate governance and financial crime prevention in Africa through AI, FinTech, and ethics

by | Nov 8, 2025 | JCLA, JCLA V12 SE

Advancing corporate governance and financial crime prevention in Africa through AI, FinTech, and ethics

Author: Tanaka Dakacha

ISSN: 2521-2605
Affiliations: BA LLB, PGDip, LLM (Wits), Teaching Assistant, Wits School of Law, University of the Witwatersrand
Source: Journal of Comparative Law in Africa, Volume 12 Special Edition, p. 34–77
https://doi.org/10.47348/JCLA/v12/2025-SEa2

Abstract

Unethical conduct, poor corporate governance, and financial crime pose significant risks to the stability and credibility of financial institutions and markets, particularly in developing economies within African jurisdictions. These challenges undermine efforts to promote financial inclusion, market integrity, and economic growth. To effectively combat these challenges, embracing innovative financial technologies (FinTech) and artificial intelligence (AI) is essential. FinTech and AI enhance financial crime detection and prevention through real-time monitoring, data analytics, and anomaly detection, surpassing traditional methods. However, while AI and FinTech can improve detection, monitoring, and compliance, they fall short in assessing human intent and moral reasoning, which are crucial for prosecuting fraud and maintaining ethical governance. This article critically examines the role of AI and FinTech in enhancing corporate governance and financial crime prevention in African developing economies, while acknowledging their limitations in assessing moral intent and legal culpability. The article further explores the Fifth Industrial Revolution (5IR) discourse, a paradigm that reorients AI innovation toward human-centred, ethically informed governance models. Moreover, it highlights the importance of promoting financial education and integrating ethics into corporate governance frameworks to protect stakeholders’ interests and secure companies’ solvency and profitability. Companies can effectively mitigate financial crime, corruption, and institutional failures by adopting these measures, particularly within African jurisdictions, promoting sustainable, resilient, and trustworthy financial systems. The successful implementation of these frameworks is key, not only to maintaining the viability of financial institutions but to long-term growth and market integrity across the continent.