Corporate Law

Corporate Law

As a mainstream commercial law firm for two decades, Barnard Inc. utilises its institutional knowledge of Corporate Law and Commercial Law to provide our clients with top-tier Commercial Legal Advice.

Our attorneys specialising in tax, corporate and commercial law assist major commercial clients with opportunities and advice not only when negotiating business transactions, but also on how to restructure their companies to optimise growth, attract minimal tax increases and ensure sustainability and continuity.
Our corporate restructures department offers the following legal advice and assistance:

Contract drafting, negotiation and managementOpinions on tax implicationsOpinions on B-BBEE implicationsCompetition law implicationsDUE DILIGENCE ON COMPLIANCE

We assist our clients to negotiate and draft the agreements required to give effect to the restructure including:

  • The registration of new companies and trusts;
  • The sale of business agreements;
  • The sale of assets agreement; and
  • The sale of property agreement (if applicable).

Subsequent to the above contracts being in place, we further offer the services of managing the contracts for our clients with regard to Corporate Law. This ensures that our clients (as well as the other contracting parties) are always aware of the time frames within and deadline dates for their performance. This greatly improves performance in terms of the contracts and limits the chances of litigation due to non-performance.

We assist our clients to restructure their company or group of companies to achieve the minimum tax implication and to ensure the client’s rights are adequately protected in the restructure. Our clients often request that we supplement a proposed restructure with a detailed tax opinion on the different restructure options available.

Our clients often request that we assist with a restructuring of their company or group of companies in order to achieve the maximum accreditation for B-BBEE purposes. This assists our clients when tendering for contracts which fall within their scope of business and Corporate Law.

Depending on the nature of the client’s business various we assist our clients with a tailor-made solution to ensure that their rights are adequately protected in the restructure. Prior to proceeding with a restructure, a detailed opinion is often requested by the client with regards to restructuring in order to achieve a greater B-BBEE accreditation.

Our corporate restructure department will work closely with our competition law department who provides advice and assistance to avoid the restructuring from leading to anti-competitive behaviour.

The attorneys from the two departments will further advise and assist in the drafting of a proposal to the competition commission, should it be necessary, for the client obtain the consent of the competition commission to proceed with the restructure. With our aforesaid approach we increase the long-term sustainability and success of the restructure.

Our assistance with due diligence and compliance investigations are sought by various commercial clients in a wide array of industries. We attribute the trust placed in our firm by these entities to our long-standing relationships with, and excellent services to, existing clients on whose referral we are approached. Many business entities go about their day to day activities without knowing about or paying attention to, the entity’s legal responsibilities.

The consequences of non-compliance to certain legislation can result in fines for the business entity and directors or managing employees and/or imprisonment of the directors or managing employees.

WHAT PROCESS IS FOLLOWED IN DETERMINING COMPLIANCE?
When addressing the vast field of compliance we shall follow the following process to ensure a business entity is compliant:

STEP ONE: We do a brief legal audit on the business and shall determine the legislation and industry-specific compliance requirements.

STEP TWO: We provide the business entity with checklists for each applicable act, regulation, rules of industry or code of good practice to allow the client to tick off all the areas they are compliant and to comment in areas where they are not.

We also peruse the client’s contracts used within its business to ensure that all are in compliance with the relevant legislation and provide the client with adequate protection.

STEP THREE: Once we have received the checklists we provide the client with a compliance risk audit setting out further steps to be taken.

STEP FOUR: We take corrective action by drafting certain procedures, policies and agreements to be utilised by the business entity.

STEP FIVE: We implement the corrective procedures, policies and agreements by providing training to the business entity’s employees.

WHICH FIELDS ADDRESSED IN A COMPLIANCE AUDIT?
We address the numerous areas of applicable law in the legal compliance audit. In addition to determining compliance with the non-exhaustive list of the general legislation below, the attorneys in our different departments can also determine compliance in our client’s specific industry.
We address the numerous areas of applicable law in the legal compliance audit. In addition to determining compliance with the non-exhaustive list of the general legislation below, the attorneys in our different departments can also determine compliance in our client’s specific industry.

  • Protection of Personal Information Act No. 4 of 2013;
  • Labour Relations Act No. 66 of 1995;
  • Basic Conditions of Employment Act No. 75 of 1997;
  • Skills Development Levies Act No. 9 of 1999;
  • Occupational Health and Safety Act No. 85 of 1993
  • Competition Act No. 89 of 1998;
  • Employment Equity Act No. 55 of 1998;
  • Unemployment Insurance Contributions Act No. 63 of 2001;
  • Preventing and Combating of Corrupt Activities Act No. 12 of 2004;
  • Promotion of Access to Information Act No. 2 of 2000;
  • Financial Intelligence Centre Act No. 38 of 2008; and
  • Regulation of Interception of Communications and Provision of Communication-Related Information Act No. 70 of 2002.
WHAT ARE THE CONSEQUENCES OF NOT BEING LEGALLY COMPLIANT?
The consequences of not being legally compliant are addressed in each relevant piece of legislation. Most consequences result in huge fines and/or imprisonment of directors or managing staff of the business entity.

It is in the best interest of the client to ensure their business entity is compliant in terms of Corporate Law. If the client is not sure whether their business entity is compliant or not we recommend that they request a consultation with Barnard Inc. as soon as possible.

ATTORNEYS

ZOE WORT

JUNIOR DIRECTOR


CHANIQUE COLLET-SERRET

JUNIOR ASSOCIATE


MARLI VENTER

ASSOCIATE


 

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