Browsing by Author "Wiese, Tobias"

Now showing 1 - 3 of 3
  • Thumbnail Image
    Item
    Open Access
    Advancing and protecting the interests of creditors and employees under the Companies Act 71 of 2008
    (2012) Chokuda, Batanai Tirivamwe; Wiese, Tobias
    This dissertation seeks to assess the impact the new Companies Act will have on the socio-economic transformation of the South African society and point out areas where corporate law can do more to help bring about this transformation. It focuses on creditors and employees as key corporate constituencies whose interests the board of directors have to constantly consider in making decisions. It argues that an expansive approach to corporate governance that includes other corporate constituencies, not only the shareholders, is the best way to harness the impressive wealth generating capacity of the corporate form to bring about socio-economic transformation in South Africa.
  • No Thumbnail Available
    Item
    Open Access
    Corporate governance regulatory framework in Zambia: recommendations for improvement
    (2011) Luwabelwa, Walubita; Wiese, Tobias
    Formulating an effective regulatory framework for a country is a tasking exercise even to the finest policy maker. It calls for an appreciation of the intricate social, cultural and economic nuances of a country so as not to divorce the legal and institutional framework from the people the framework is meant to serve. This dissertation considers the legal and institutional framework of corporate governance in Zambia. It argues in favour of a contextualised study of corporate governance in Zambia due to the country's high poverty levels, favourable geographical location for trade, and unfavourable capital structures of public listed companies, among other reasons. Several weaknesses in the current corporate governance framework are identified. These include the weak institutional capacity of private regulatory bodies, lack of a proper legal framework of self regulatory organisations, and the large number of small and medium enterprises, mining companies and state owned enterprises that fall outside the purview of corporate governance regulation. More importantly, the dissertation undertakes a comparative analysis of selected corporate governance themes in South Africa, United States of America and the United Kingdom. Based on this comparative analysis, it makes recommendations for improvement of corporate governance in Zambia. It suggests a balanced mix of a prescriptive and enabling approach to corporate governance regulation in Zambia. In particular, it recommends that the Zambian Companies Act should be amended to provide for key corporate governance aspects. The dissertation however cautions against over regulation beyond what is necessary for Zambia's needs, and frowns upon adopting a 'one-size-fits-all' approach to corporate governance in Zambia.
  • Thumbnail Image
    Item
    Open Access
    A study of the impact of company legislation on the fiduciary duties of directors with regard to contracts with the company
    (2014) Ngaleka, Victor P; Wiese, Tobias
    A company, as a separate legal personality, is not able to act on its own accord. It must necessarily participate in legal transactions through natural persons acting on its behalf. Directors are the persons who act on behalf of the company in transactions with third parties. Their functions and responsibilities arise by virtue of the company as being a separate legal personality. The company acts through its organs. One of its organs is the board of directors, which is entrusted with the management of the business of the company. The other organ, through which a company acts, is the general meeting of the company, which is not the object of this study. The management of a company can only be effective if the directors are empowered with sufficient discretion to exercise their powers in an effective and efficient manner. However, it is also important that members of the company in its general meeting exercise effective oversight over the management of the company by the directors. It is, however, not easy for members to exercise judicious control over management because of the diversity and dispersal of shareholders. Hence, directors are subject to various duties, which are normally classified as the duty of care and skill, and the fiduciary duties. The effective control of the directors is dependent on the enforcement of these duties, which are based on common law.