South Africa

Historically it has been commonplace for board resolutions, produced for the purposes of ordinary transactions or for litigation, to signed only by the company secretary or by the chairperson of a company.

United Kingdom

Business Owners often ask whether a contract that their company is entering into can in fact take effect from an earlier date compared to the date on which it is to be signed by the parties.

In a recent case, the English Court of Appeal considered whether a company (and its insurers) can be liable to a sole director injured at work.

Two judgments handed down in the last year have caused renewed interest in the court's ability to 'pierce the veil of incorporation'.

Whatever the product or service which you plan to sell, it is essential to set up your start-up with your attention focussed clearly on your ultimate goal, which in most cases will be an exit at some point in the future.

A discussion on the doctrine of the corporate veil, analysed in the light of a recent court decision.

In an ideal world, no services would be provided or goods delivered until the relevant parties had entered into a written contract.

Direct loss and/or expense is found in the JCT Contracts to describe the reimbursement to which the Contractor is entitled under the provisions of the Contract in respect of disruption and prolongation.

Liability provisions are often the most contentious and heavily negotiated terms in commercial contracts and it is therefore important to ensure that they are drafted correctly.

An update on the most recent developments affecting the charity and not-for-profit sectors.

For any new charge completed after 6 April there are new procedures and forms to be followed.

Businesses are faced with managing two strands of social media-related risks ,the online persona of the business itself and the use of social media by the employees of the business, and the potential for reputational damage is limitless.

A properly advised company will fulfil its legal obligations when making corporate decisions. However in many companies, decisions are made informally and are often not recorded.

Parties to a commercial transaction will often take great trouble to draft their own standard terms and conditions which suit their own business, and their own attitude to, and acceptance of, risk.

Companies doing business on an international basis can take welcome comfort from a recent Court of Appeal decision, which confirmed the approach for when a corporate veil will be lifted.

As we explored in July 2008’s issue of SmartLaw, the ability of one party to use standard limitation of liability provisions to avoid liability for a breach has always been a tricky aspect of contract law.

Navigating a commercial contract and appreciating the implications, both legal and practical, can be a daunting task. This article provides a snapshot of key clauses typically found in a standard commercial contract and looks at the implications of those clauses for the contracting parties.

Force majeure is literally translated as "superior forces".

A Hungarian consumer entered into a mobile phone contract with Pannon. The terms of that contract provided that the court in Pannon’s locality - some 275 km away from where the consumer lived - would have exclusive jurisdiction over any disputes.

As M&A becomes increasingly international, historic differences between U.K. and U.S. practice are diminishing. The vagaries of the underlying legal considerations in each of the jurisdictions are responsible in part for the differences, but custom and practice play a major role in shaping the form and substance of U.K. and U.S. stock purchase agreements (or, to use U.K. nomenclature, share sale and purchase agreements).