Commercial and Civil Litigation
Leveraging off of our extensive litigation and mediation experience, we will ensure that you and your interests are protected. From business rescue disputes and insurance claims to breach of warranty and general breach of contract claims, we will work with you to ensure a favourable outcome.
Our wide range of skills includes mediation, dealing with arbitration and litigation in all the various South African courts, particularly the Johannesburg and Pretoria High Courts.
Shareholder and director dispute resolution
The relationship between a company and its shareholders and also between, or among the shareholders of the company is regulated by the Companies Act, the constitutional documents of the company, a shareholders’ agreement (where applicable) and the common law and statutorily imposed fiduciary duties of directors of the company.
When trust breaks down, business-related disagreements arise or misconduct is suspected, conflict generally ensues. Because of the nature of the relationship between the parties, our skilled attorneys will seek first to help mediate any dispute if the parties are open to negotiation.
Failing negotiation or mediation, our lawyers are also experienced in dealing with arbitration or litigation if need be, in order to finally resolve issues between the parties.
Breach of director fiduciary duties
Directors' duties, such as their fiduciary duties and the duty to exercise reasonable care and skill have been codified, to some extent, in the Companies Act, and they are obliged to act in the best interests of the company and with the necessary diligence, care and skill required from them in their professional position.
Directors who breach their duties, either their statutorily imposed duties, contractual duties or their common law fiduciary duties, may be liable to the company and its shareholders.
Speak to our expert litigators about the potential claims against directors whom you believe have breached their fiduciary duties.
We can also advise on memoranda of incorporation and any subsequent corporate rules attached to such constitutional documents, as well as director’s and officer’s liability policies that may be in place. Finally, we are also well versed in advising on the implications of the provisions of the Companies Act, the JSE Equity Rules, the JSE Listing Requirements and other relevant regulations.
Abuse of majority shareholder power and minority shareholder protection
Minority shareholders are often subject to the decisions of the majority shareholders, who have the power to make and implement major decisions relating to a company, which may, from time to time, not be in the best interests of the company or minority shareholders.
However, minority shareholders are not without protection, and majority shareholders are not beyond reproach. The Companies Act now allows any shareholder or director of the company or a related company, or a registered trade union that represents employees of that company, to apply for relief from the court if their rights are being oppressed or unfairly prejudiced or if their interests or the interests of the company are not being considered or duly executed.
The LHL team of attorneys have a comprehensive understanding of the Companies Act and deep experience with litigation in the High Court, so we are able to expertly assist you with any dispute or claim relating to abuse of majority shareholder power.
Shareholder derivative action
When the person or entity prejudicing the company is in control of its decisions, it may seem that the situation is helpless, and that minority shareholders or other interested parties have no say.
The person or entity in control may use their power to prevent the company from instituting or continuing legal proceedings, or taking related steps, against the prejudicial party or a third person, to protect the company's legal interests.
However, there is relief for interested parties being prejudiced by the actions of a majority shareholder or director of a company. The Companies Act allows an application to be brought to bypass the prejudicial party to safeguard the legal interests of the company, which are distinct from the interests of the applicant him/herself. Apart from directors and shareholders, other interested parties, for example trade unions, or persons granted leave by the court, can also make use of this statutory relief.
Contact our team of expert commercial litigators to assist you with derivative actions, so that you can help ensure that the interests of your company are protected.
General commercial disputes of sale, lease and services rendered
In an ideal world, everyone would perform with integrity and honesty in terms of their agreements and disputes would generally not arise. However, parties to sales, leases and service contracts often fall into disputes, either because one or both parties have not understood their obligations, have acted dishonestly, or have wilfully not upheld their end of the deal.
Whether you would like to mediate the dispute, submit it to arbitration or proceed with court action, our expert litigators can advise and assist with all aspects of resolving the dispute. Let us help you solve the problem, quickly and cost-effectively.
General commercial mediation
We seek to resolve disputes as quickly and cost effectively as possible, and therefore we realise that going to court may not always be the best option. This is especially true when the parties have an ongoing commercial relationship and would like to first try to resolve their disputes without resorting to court action.
Speak to our expert litigators about alternative dispute resolution. We have experienced lawyers who can assist with negotiation and mediation of disputes. We can also assist with arbitration proceedings. When things break down irretrievably, our lawyers are available and ready to help with court action as well.
Simulated transaction prejudice
Contracting parties are allowed to arrange their affairs to avoid a statutory prohibition as long as it does not result in a simulated transaction in an attempt to fraudulently bypass legislation.
A simulated transaction is one in which the parties structure their transaction to achieve a hidden objective that does not appear on the face of the agreement and is not a true reflection of the intention of the contracting parties. This could lead to prejudice for other parties.
Whether your rights or interests have been prejudiced by a simulated transaction is a question of fact. For example, courts will look at any unusual provisions in the contract and its real substance and purpose as opposed to its purported form.
If you believe that you have a claim for prejudice due to a simulated transaction, contact our team of lawyers who are experts in contractual and commercial law. We will expertly assist you in assessing your claim and pursuing it to completion.
Prohibited financial assistance
The Companies Act restricts the type of financial assistance that can be provided by a company for the acquisition of its shares, securities or other financial assistance to directors or prescribed officers.
Let our lawyers guide you if you believe that a prohibited transaction has occurred that has caused you harm.
Our commercial lawyers can also advise companies on financial assistance transactions to ensure that they obtain the necessary authorisation and comply with the Companies Act and do not step into contentious transactions.
Defective, false or misleading prospectuses, statements or forecasts
The Companies Act provides redress for people who have suffered losses due to buying securities or shares based on untrue or misleading prospectuses or statements released by companies. The Companies Act, Financial Markets Act and JSE’s Listing Requirements casts the net of liability wide, extending liability to directors and even promoters of the company.
If you have been prejudiced by a misleading or defective prospectus or statement released by the company, let our expert commercial litigators help you to make your claim and obtain compensation for any harm suffered.