If you are forming a new company or buying into one, don’t neglect one vital aspect – formulating and signing a full, correctly structured shareholders’ agreement, tailored to meet your particular needs and circumstances. Ignoring this step is a recipe for uncertainty and dispute that can seriously and perhaps even fatally damage your company and its business.  

What is a shareholders’ agreement? Why is it essential? How does it interact with your company’s Memorandum of Incorporation?

We address all those questions, ending off with a list of some of the many issues that you should ensure are addressed in your agreement.

You are mired in bitter dispute with a body corporate, a security complex neighbour, a panel beater, a builder, SARS, your bank, a hospital – no matter who your fight is with, think of looking for an ombud to complain to. Ombuds are independent and impartial, some have the power to make binding determinations, most are free, and all offer the hope of resolving your dispute fairly and efficiently.

We share a list of some of the more important ombuds whose jurisdiction extends beyond just one entity, with links to their websites and email addresses, and notes on their telephone numbers and the types of complaint they will address. We end off with the thought that because structuring your complaint correctly up front is critical to a successful outcome, calling in legal assistance is a no-brainer here.

An "Agreement Not to Sue" is a legal document that stops one party from taking legal action against another. It's a way of ensuring that disputes are settled without going to court. 

We’ll have a look at what you need to know about agreements not to sue, including when and where you might come across one, its benefits, and the downsides and risks to watch out for. 

Then, with reference to a R1,225 billion dispute that ended up in the Supreme Court of Appeal, we’ll discuss some of the main factors that our courts will take into account in deciding whether or not to enforce such an agreement.

“Bare Dominium”

“Bare dominium” is ownership of a property without the right to use it. To put that into perspective, almost all of us have “full ownership” in our properties, so we can both sell them and “use and enjoy” them as we please. But if someone else has a right of usufruct (usually provided for in a will, but sometimes by agreement) over your property they have the usage rights, and you just have the “bare dominium” i.e. ownership and nothing more. The terminology can be complex (you may also come across terms such as usus and habitatio) but the important thing from a practical point of view when buying any property is to check that you will have “full ownership” and not just “bare dominium”.