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- Volume 2010, Issue 46, 2010
Transactions of the Centre for Business Law - Volume 2010, Issue 46, 2010
Volume 2010, Issue 46, 2010
Source: Transactions of the Centre for Business Law 2010, pp 1 –9 (2010)More Less
Extensive and distinct lines of academic research have been conducted regarding the issues of corporate control and corporate social responsibility. However, little academic research specifically focussing on the different control mechanisms in corporations and corporate social responsibility as a result of exercising that control in corporations has not been significantly touched upon. This study focuses on a comparison of corporate control mechanisms and the nature of corporate social responsibility in the United States of America (America) and the Republic of South Africa (South Africa). The study thus analyses the historical development of corporate control and corporate social responsibility in the light of post apartheid South Africa and the developed United States of America.
The meaning of corporate control : chapter 2 : part one : background and general meaning of corporate controlSource: Transactions of the Centre for Business Law 2010, pp 10 –30 (2010)More Less
Extensive literature on the subject of control has been documented over the past decades and most academic scholars agree that control is a very difficult concept to define. The foremost problem in defining control is that control is defined by various legislative provisions and augmenting policy documents to suit the specific subject of the legislation or policy. Control within the corporate industry is known as corporate control. The concept of corporate control cannot be explained in one sentence or paragraph. It is therefore the intention of this chapter to unravel the meaning of control in general and thereby explain the meaning of corporate control. Furthermore, the chapter will analyse the different types of corporate control and the diverse factors influencing corporate control.
Source: Transactions of the Centre for Business Law 2010, pp 31 –74 (2010)More Less
Corporate governance regulates the extent of the power shareholders have in a company. It regulates how the shareholders can exercise their rights and have a productive relationship with the company and the management. The subject of corporate control is therefore, a subject which directly emanates from corporate governance. Corporate governance means the nature of ownership and control of organisations within an economy. The definition further translates into the way companies are owned, the form in which they are controlled and the process by which changes in ownership and control take place.
Corporate control transactions in South Africa : chapter 4 : part two : South Africa on corporate controlSource: Transactions of the Centre for Business Law 2010, pp 75 –96 (2010)More Less
The chapter scrutinises corporate control transactions, in particular, how they are used to attain control. The Securities Regulation Code on Takeovers and Mergers (the Code) regulates corporate transactions where exchange of control is involved. The Code was set up by the Securities Regulation Panel (the Panel). It consists of rules and regulations of the Panel to regulate affected transaction and all proposals, which will eventually become affected transactions. The regulation of the Code is mainly concerned with the duties of the parties to an affected transaction. In other words, the Panel must ensure that all affected transactions are fair and there is equal treatment for the holders of securities in those transactions. An affected transaction has been interpreted to include a takeover, a merger, a compulsory acquisition, a mandatory offer or a joint venture.
Pure corporate control in the United States of America : chapter 5 : part three : United States of America on corporate controlSource: Transactions of the Centre for Business Law 2010, pp 97 –131 (2010)More Less
The concept of corporate control emerged because of a need for corporations to regulate corporate interactions. Moreover, this has become prevalent because of the separation of ownership from control. The board of directors and the managers on corporations can exert control over corporate decisions in a number of ways. As corporations grew, the role of shareholders also expanded in corporations through their ability to make certain corporate decisions.
Corporate control transactions in the United States of America : chapter 6 : part three : United States of America on corporate controlSource: Transactions of the Centre for Business Law 2010, pp 132 –163 (2010)More Less
Contests for corporate control have over the past years increased and intensified, more so because of globalisation and economic efficiency amongst many other reasons. These contests are carried out through a number of devices such as mergers, acquisitions and takeovers. This chapter, therefore analyses the specified mechanisms utilised to assume corporate control. An in-depth evaluation of each of the relevant forms of these methods as well as the effectiveness of each as corporate control transactions are statutorily and judicially examined. The word 'acquisition' is interpreted as encompassing different forms of acquisitions such as mergers, takeovers or tender offers and other forms.
South African corporate social responsibility : chapter 7 : part four : corporate social responsibility in South Africa and the United States of AmericaSource: Transactions of the Centre for Business Law 2010, pp 164 –198 (2010)More Less
The Republic of South Africa (South Africa), given its unique and intricate socio-economic status caused by years of the application of an apartheid system has, arguably, a very different perspective of corporate social responsibility to that of the United States of America (America). The present government has enacted policies, which encourage private business to be responsible with regard to the economic empowerment of particular groups in the national economy. The legal order, which prevailed before the 1994 democratic elections, changed the socio-economic structures in that it legitimised and supported a system of social subordination. Consequently, corporate social responsibility (CSR) has been offered as one solution to redress social and economic imbalances caused by the apartheid system.
Corporate social responsibility in the United States of America : chapter 8 : part four : corporate social responsibility in South Africa and the United States of AmericaSource: Transactions of the Centre for Business Law 2010, pp 199 –221 (2010)More Less
Globalisation, liberalisation of trade rules and privatisation has resulted in the issue of corporate responsibility acquiring greater significance than ever before. Corporate social responsibility (CSR) in the United Sates of America (America) is not a concept which is easily definable. The meaning of corporate social responsibility has metamorphosed from being only about philanthropy to being about shareholder protection and good corporate citizenship. Because of a constantly evolving society, corporate social responsibility envelops social, financial and environmental issues. The bone of contention about corporate social responsibility is whether to legislate to consider it as a voluntary initiative.
Source: Transactions of the Centre for Business Law 2010, pp 222 –228 (2010)More Less
Public corporations have the purpose of existing for profit except in cases where they are specifically incorporated to be associations which do not operate for gain. Corporations can thus be described as voluntary and part-time associations, with no pretensions to being total communities. For an extended period, the issue of internal control has been the dominant factor driving corporations to pursue profits. Internal control determines which constituents of a corporation can exercise control over the affairs of the corporation.