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The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale?
Two or more companies may decide that their businesses should be combined for a number of reasons. This may, for example, be done in order for the companies to have access to new markets, to increase their market share, to increase their profitability by reducing the inefficiencies involved in the r...
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| Format: | Thesis |
| Language: | English |
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Department of Commercial Law
2015
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| _version_ | 1867614277426216960 |
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| access_status_str | Open Access |
| author | Weyers, Marius |
| author2 | Yeats, Jacqueline |
| author_browse | Weyers, Marius Yeats, Jacqueline |
| author_facet | Yeats, Jacqueline Weyers, Marius |
| author_sort | Weyers, Marius |
| collection | Thesis |
| description | Two or more companies may decide that their businesses should be combined for a number of reasons. This may, for example, be done in order for the companies to have access to new markets, to increase their market share, to increase their profitability by reducing the inefficiencies involved in the running of two or more companies in the same business area or to acquire technology, infrastructure, expertise and/or skill in new practice areas. Before the advent of the Companies Act 71 of 2008 South African law did not make provision for 'mergers' as that term is understood in many other jurisdictions. South African law did not recognise any mechanism by which one entity could be combined with another in terms of a statutory process, also referred to as a 'consolidation' in certain jurisdictions. One of the most significant changes proposed for the Companies Act was to make provision for a legal process by which companies could be combined. The concept of the amalgamation or merger of companies was accordingly introduced into our law, so as to enhance the efficiency of business combinations and to promote flexibility in this regard. It is significant that the statutory process of amalgamating or merging companies was adopted in addition to the existing forms of business combinations and/or acquisitions, such as the sale of a business as a going concern, the common law scheme of arrangement and offers to acquire the shares and/or other securities in a company. Companies therefore now have at their disposal an additional mechanism by which to engage in business combinations and/or acquisitions, and are required to consider in each proposed transaction the relevant circumstances to determine which mechanism will be most effective in giving effect to that transaction. This is in line with the move in the Companies Act towards self-regulation and the object of the Companies Act to encourage entrepreneurship. The main purpose of this work is to compare the requirements for, manner of implementation and consequences of an amalgamation or merger as contemplated in the Companies Act, referred to herein as a 'statutory merger', with that of the common law sale of a business. |
| format | Thesis |
| id | oai:open.uct.ac.za:11427/15189 |
| institution | University of Cape Town (South Africa) |
| language | eng |
| last_indexed | 2026-06-10T12:49:29.335Z |
| license_str | Not specified — see source repository |
| provenance_str_mv | Harvested via OAI-PMH from UCTD — University of Cape Town Open Access Repository |
| publishDate | 2015 |
| publishDateRange | 2015 |
| publishDateSort | 2015 |
| publisher | Department of Commercial Law |
| publisherStr | Department of Commercial Law |
| record_format | dspace |
| source_str | UCTD — University of Cape Town Open Access Repository |
| spelling | oai:open.uct.ac.za:11427/15189 The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? Weyers, Marius Yeats, Jacqueline Commercial Law Two or more companies may decide that their businesses should be combined for a number of reasons. This may, for example, be done in order for the companies to have access to new markets, to increase their market share, to increase their profitability by reducing the inefficiencies involved in the running of two or more companies in the same business area or to acquire technology, infrastructure, expertise and/or skill in new practice areas. Before the advent of the Companies Act 71 of 2008 South African law did not make provision for 'mergers' as that term is understood in many other jurisdictions. South African law did not recognise any mechanism by which one entity could be combined with another in terms of a statutory process, also referred to as a 'consolidation' in certain jurisdictions. One of the most significant changes proposed for the Companies Act was to make provision for a legal process by which companies could be combined. The concept of the amalgamation or merger of companies was accordingly introduced into our law, so as to enhance the efficiency of business combinations and to promote flexibility in this regard. It is significant that the statutory process of amalgamating or merging companies was adopted in addition to the existing forms of business combinations and/or acquisitions, such as the sale of a business as a going concern, the common law scheme of arrangement and offers to acquire the shares and/or other securities in a company. Companies therefore now have at their disposal an additional mechanism by which to engage in business combinations and/or acquisitions, and are required to consider in each proposed transaction the relevant circumstances to determine which mechanism will be most effective in giving effect to that transaction. This is in line with the move in the Companies Act towards self-regulation and the object of the Companies Act to encourage entrepreneurship. The main purpose of this work is to compare the requirements for, manner of implementation and consequences of an amalgamation or merger as contemplated in the Companies Act, referred to herein as a 'statutory merger', with that of the common law sale of a business. 2015-11-21T09:38:00Z 2015-11-21T09:38:00Z 2015 Master Thesis Masters LLM http://hdl.handle.net/11427/15189 eng application/pdf Department of Commercial Law Faculty of Law University of Cape Town |
| spellingShingle | Commercial Law Weyers, Marius The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| thesis_degree_str | Master's |
| title | The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| title_full | The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| title_fullStr | The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| title_full_unstemmed | The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| title_short | The acquisition of a business - is a statutory merger in terms of section 113 of the Companies Act 71 of 2008 preferable to a common law sale? |
| title_sort | acquisition of a business is a statutory merger in terms of section 113 of the companies act 71 of 2008 preferable to a common law sale |
| topic | Commercial Law |
| url | http://hdl.handle.net/11427/15189 |
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