Masters

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    Public offer of shares
    (1988) Matlala, David; Blackman, M
    The purpose of this thesis is to look into and analyse the concept 'public offer of shares·. Our present Companies Act provides that no person shall offer any shares to the public otherwise than in accordance with the provisions of the Act. The provisions thereof prescribe that no shares shall be offered to the public unless there is an accompanying prospectus or written statement. 1. Act No. 61 of 1973 2. Section 143 3. Sections 145(1) and 146(1) 4. Section 141 In order to ensure compliance with the provisions of the Act when shares are offered to the public, there must therefore be a prospectus, which is issued, which issue should be public. The scope of this paper is thus limited to an inquiry into the prospectus itself (the meaning thereof), the 'issue' of the same and those to whom it is directed called the public. The requirements of form, content and consequences of a proper or improper prospectus fall outside the scope of this paper. The work is divided into four chapters. The first chapter is a preliminary one dealing with introductory matters, the purpose and stages of using the prospectus as a means of bringing to the attention of the public the shares and debentures which are being offered, as well as the usage and popularity of the method. The second chapter is devoted to the definitive elements of a prospectus as contained in the Act, with particular emphasis on the offer/invitation requirement as well as the advertisement element. While a prospectus is defined to include an advertisement, the latter is nowhere defined in the Act as a result of which a number of problems arise. For instructive guidance the statutory and judicial statements of an advertisement as a prospectus in the United Kingdom and Australia are discussed in considerable detail. The third chapter deals with the 'issue· concept. The link between the 'issue· requirement and 'public' is-given attention. It will be demonstrated that the Act itself in prohibiting the issue, distribution or publishing of a written statement in section 141 had, in fact, given indication of the probable meaning to be attached to the term. It will further be indicated the 'issue· required by the Act must be an authorised one. Finally, the 'issue' as used in the Act will be distinguished from its usage in other areas of our law. The fourth and final chapter of the thesis deals with the 'public' concept. It is intended to show that this is the thrust of the prospectus provisions. Hardships brought about by absence of a definition of the term will be pointed out. The paper further looks into problems created by allegations that the field of application of section 141 is as regards share hawking. It will be demonstrated that the allegations hold no truth. The South African cases dealing with the term 'public· are given a thorough treatment. Furthermore, the wide definition of 'offer to the public' in section 142 and its limitations in section 144 are studied in detail. Due to scarcity of judicial pronouncements on the concept 'public' in our law, the decisions in America, Australia and the United Kingdom, the various approaches and tests therein laid down form the central core of this work. In the light of the state of law in other jurisdictions and the inconclusive approach in our case law, a conclusion is reached that the law be amended by the definition of the term 'public' to be included in our section 142 and thus help. alleviate the obscurity prevalent at the moment.
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    The Brummeria judgment: a comprehensive discourse on this case and its application to interest free loans granted to trusts
    (2010) Beattie, Lisa Claire; Davis, Dennis
    In September 2007, the world of South African tax planning received an unexpected judgment in the income tax case of the Commissioner for South African Revenue Service v Brummeria Renaissance (Phj) Ltd and others2. The reason why the decision in this case caused much controversy was because it ran counter to the long-held belief that interest-free loans are not taxable in the hands of the borrower. Rather, it may now be possible for the Commissioner for South African Revenue Services to impute a notional income on the borrower. This paper seeks to examine whether or not this is appropriate and in which circumstances this is applicable. The raison d'etre why the judgment was unexpected was due to the fact that taxing notional income is contrary to what was held by Feetham JA in the Butcher Brothers case3 where in the context of lease premiums, the consideration had to have an "ascertainable money value, and not merely a conjectural value". There has been much debate and concern from a wide range of persons some of which include tax specialists, trustees and donors. The main cause for concern is the question of how this judgment will be applied in futuro and how far-reaching its effects will be. This judgment has caused some concern in the South African tax circles, with several persons and entities considering changing the terms of their interest-free loans in order to incorporate an interest element.
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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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    The revival and revitalization of musical bow practice
    (2005) Mandela, Thandile; Hansen, David
    In writing this Preface, I found myself constantly pausing to think on events which stimulated my interest in African musical bows. I grew up in a rural area in the Eastern Cape, historical home of the Xhosa-speaking people, and in which so much Xhosa traditional music has always been actively practiced. It seems hard to believe that musical bow performance never came into my social experiences. But this is because there were no active performers around me, or if there were, I was not aware of them, being concerned with the daily routine of growing up and going to school, and attending social events of the community and the church. It was only after I registered in the Honours progamme of the College of Music of the University of Cape Town, that I found myself among a handful of individuals who not only play musical bows, but have established reputations locally and abroad as African traditionalist musician, Dizu Plaatjies, his clan relative Madosini Manqineni, acknowledged 'Veteran' Xhosa musician, and professional colleague Mantombi Matotiyane. Through these individuals, and Dizu in particular, I was also introduced to a very wide range of African traditions from inside and beyond South Africa. You cannot imagine my astonishment when I first learned that the umrhubhe and uhadi bows were Xhosa cultural instruments, of my own musical heritage. I am deeply indebted to Dizu for opening up for me the rich treasury of our classical Xhosa music, but I am certain that even he could not really appreciate the depth of my ignorance of its principal sound instruments, and their socio-cultural meaning and value, just over three years ago. And when I had access to a CD release of Madosini's compositions, and to the amount of literature on Xhosa and other African music, my 'conversion' to African music was finally completed. Today my musical experiences are moving among many African musics, but they are strongly rooted in Xhosa musical culture.