Changes to Maryland General Corporation Law and Maryland Reit Law effective October 1, 2024

by | Oct 14, 2024 | JCCL, JCCL V9 I2

Changes to Maryland General Corporation Law and Maryland Reit Law effective October 1, 2024

Authors: James J Hanks Jr, Patsy McGowan, Michael A Leber

ISSN: 2521-2575
Affiliations: Partner, Venable LLP
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 2, 2023, p. 71 – 74

Abstract

During its 2024 session, the General Assembly of Maryland approved Senate Bill 400 and House Bill 749, amending several provisions of the Maryland General Corporation Law (the ‘MGCL’) and the Maryland REIT Law (the ‘MRL’), which are now codified as Chapters 609 and 608 of the Laws of Maryland 2024, respectively. The General Assembly also approved House Bill 888 and Senate Bill 544, amending certain provisions of Title 2, Subtitle 7, of the MGCL relating to the ratification of defective corporate acts, which are now codified as Chapters 605 and 604 of the Laws of Maryland 2024, respectively. The legislation will take effect on 1 October 2024. Here are the key provisions (all section references are to the MGCL unless otherwise noted).

A legal conspectus of selected challenges affecting financial inclusion for the poor and low-income earners in South Africa – Professorial inaugural lecture presented by Howard Chitimira, research professor at the North-West University, Mahikeng Campus, held on 21 October 2022

by | Oct 14, 2024 | JCCL, JCCL V9 I2

Oration Speech: A legal conspectus of selected challenges affecting financial inclusion for the poor and low-income earners in South Africa – Professorial inaugural lecture presented by Howard Chitimira, research professor at the North-West University, Mahikeng Campus, held on 21 October 2022

Author: Phemelo Magua

ISSN: 2521-2575
Affiliations: University of Pretoria
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 2, 2023, p. 75 – 77

Abstract

None

Financial inclusion and digital transformation regulatory practices in selected SADC countries: South Africa, Namibia, Botswana and Zimbabwe. Howard Chitimira and Tapiwa Victor Warikandwa (Eds)

by | Oct 14, 2024 | JCCL, JCCL V9 I2

Book Review: Financial inclusion and digital transformation regulatory practices in selected SADC countries: South Africa, Namibia, Botswana and Zimbabwe. Howard Chitimira and Tapiwa Victor Warikandwa (Eds)

Author: Elfas Torerai

ISSN: 2521-2575
Affiliations: Postdoctoral Research Fellow, North West University
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 2, 2023, p. 78 – 83

Abstract

None

The value of the market price in contracts of sale: an analysis

by | Nov 4, 2023 | JCCL, JCCL V9 I1

The value of the market price in contracts of sale: an analysis

Author: Paul Nkoane

ISSN: 2521-2575
Affiliations: BCom LLB (Unisa) LLM (UCT)
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 1, 2023, p. 1 – 24
https://doi.org/10.47348/JCCL/V9/i1a1

Abstract

Every rule should be valuable to the law. More so if the rule affects the commercial interest of society. A rule may be adopted or formulated to regulate commercial transactions, particularly to support the efficiency of the market. The market price rule is formulated to measure the degree of damages a contract defaulter should pay. The rule should indeed be applied consistently and reasonably to avoid uncertainty and unfairness. It follows that the market value as a rule and measure of commercial liability should not escape analysis to determine its limitations and value in contracts of sale. Thus, this article aims to provide a thorough discourse on the market price rule and how it should be applied in contracts of sale. The purpose of this article is to provide a comprehensive exposition of what informs the market price and how the market price affects the determination of damages in contracts of sale.

Abusing business rescue proceedings by a director and its impact on King IV™ ethics of good corporate governance

by | Nov 4, 2023 | JCCL, JCCL V9 I1

Abusing business rescue proceedings by a director and its impact on King IV™ ethics of good corporate governance

Author: Simphiwe P Phungula

ISSN: 2521-2575
Affiliations: LLB, LLM, PhD (UKZN)
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 1, 2023, p. 25 – 42
https://doi.org/10.47348/JCCL/V9/i1a2

Abstract

In the past few years, the impact of COVID-19 in South Africa has given rise to the need for business rescue proceedings for financially distressed businesses. Moreover, the looting, unrest, and floods in certain parts of South Africa have exacerbated businesses’ financial stress. To help financially distressed companies in South Africa, the Companies Act 71 of 2008 has introduced a business rescue procedure aimed at helping these ailing companies. This mechanism aims to rehabilitate financially distressed companies so that they become solvent again and, if that is not possible, yield a better return for the company’s creditors or shareholders than would result from the immediate liquidation of the company. Unfortunately, since the introduction of business rescue, evidence has shown that sometimes companies resort to business rescue proceedings to seek refuge from creditors even if the facts do not justify that the company should commence business rescue. In most cases, the abuse of business rescue is done by directors who pass a resolution that the company should embark on business rescue even if evidence shows that the company should not commence the proceedings. This is done notwithstanding the principles of the King IV Report on Corporate Governance™ (King IV™), which requires ethics and good governance on the part of directors. This article demonstrates how the abuse of business rescue can impact the principles of good governance and ethics of King IV™. It argues that directors should rethink their corporate practices and ethical standards when passing a resolution to commence business rescue proceedings.

Reimagining a new world of South African Insolvency Law: Advantage to creditors and section 39(2) of the constitution

by | Nov 4, 2023 | JCCL, JCCL V9 I1

Reimagining a new world of South African Insolvency Law: Advantage to creditors and section 39(2) of the constitution

Author: Alastair Smith

ISSN: 2521-2575
Affiliations: BA LLB (Rhodes), PhD (Edin)
Source: Journal of Corporate and Commercial Law & Practice, Volume 9 Issue 1, 2023, p. 43 – 91
https://doi.org/10.47348/JCCL/V9/i1a3

Abstract

A recent judgment in an application for a final order of compulsory sequestration provided startling justification for granting the order even if the debtor’s estate has no assets that would provide a pecuniary benefit and prospect of a dividend for creditors by relying in part on s 39(2) of the Constitution of the Republic of South Africa, 1996 and extensive quotations from two Constitutional Court decisions on other topics. The connections between the scope, purport and objects mentioned in s 39(2) and the subject matter of the case were not stated by the court but left to the reader to imagine and construct. Possible lines of justification are ventured in this article. The judgment’s vision of radically reimagining the South African law of insolvency is based on misapplying s 12(1)(c) of the Insolvency Act 24 of 1936. In possible moves towards reforming South African insolvency law by abandoning the requirement of advantage to creditors in a new statute, it would be essential for the legislature to canvass detailed, well-informed, carefully considered research and guidance by experts on South African social, economic and financial policy in the current circumstances.