Abstract:
The birth of the Companies Act 71 of 2008 (“the Act”) was discussed by Delport
“Companies Act 71 of 2008 and the ‘Turquand’ rule” 2011 THRHR 132. The
dangers inherent in the transplantation of foreign rules on the common law were
mentioned by him. To ignore the development of an Act and the common law
over many decades through importing new concepts and structures, apparently
purely for the sake of change, can be even more dangerous. All of this is most
patent in the provisions that regulate the offer of securities to the public (ch 4 of
the Act). It is not argued that the mere importing of new concepts is detrimental
to our company law, but these concepts and changes should improve and not
debilitate existing law (see, however, Temkin “New company law ‘reliable, userfriendly’”
Business Day 2011-01-10 and sources quoted).
