Browsing by Author "Blackman, Michael"

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    Defensive tactics against takeovers in theory and practice in the USA, the UK, South Africa, Germany and the EU
    (1999) Kley, Christian; Blackman, Michael
    After the takeover wave of the 1970s and 1980s in the USA and in the United Kingdom the 1990s have experienced a more moderate takeover market. Nonetheless takeovers nowadays are a major issue all over the industrialised world, in economic and legal circles as well as in society. One rather eccentric American author has even compared the takeover issue with the national debt, defence spending, and prayer in public schools. Regarding the huge amounts of money involved in takeover battles one might easily be inclined to such extreme statements.
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    Offers of compromises and schemes of arrangements in South African company law
    (1997) Kralik, Florian; Blackman, Michael
    There are many different reasons why people want to acquire companies. Although takeovers are an extremely dangerous and high risk game, they are becoming more and more numerous in the modern business world. An acquiror, however, tries to minimize his risk by trying to take over a company with a scheme of arrangement applying section 311 of the South African Companies Act, which gives him the necessary tool to takeover a 'clean' company without unknown creditors. That means that such a scheme must be a compromise or arrangement 'between the company and its creditors' before it can be sanctioned by court and therefore becomes binding on all the creditors, whether they are known or unknown. At least 3/4 of the creditors votes and numbers must support the arrangement. To draft a scheme for this reason alone, however, would not be a big problem. What makes these takeovers so sophisticated is that every acquiror also wants to profit from the assessed loss of the target company, which is often available. Therefore to draft a scheme, which, on the one hand complies with section 311 of the Companies Act, and on the other hand, does not comply with section 20 (1) (a) (ii) of the Income Tax Act in order to profit from the assessed loss, makes the scheme industry difficult.
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    The doctrine of the directing mind and will of the company and the role of corporate "personality"
    (1999) Laubscher, Peter; Blackman, Michael
    The most famous if not the first recorded use of the phrase "directing mind and will of the company" was by Viscount Haldane in Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705; [1914-15] All ER 280 (HL), 283C-D, hereinafter referred to as Lennard.