, PLEASE USE THIS DOCUMENT AS A GUIDE ONLY
TABLE OF CONTENT
TOPIC ONE: Directors’ Duties, Creditor Protection and the Best Interests of the Page 3
Company
TOPIC TWO: The Extension of Collective Agreements and the Protection of the Page 18
Constitutional Right to Strike
,DIRECTORS' DUTIES, CREDITOR PROTECTION AND THE BEST INTERESTS OF THE
COMPANY
by
[FULL NAMES AND SURNAME OF STUDENT]
(YOUR STUDENT NUMBER)
Submitted in partial fulfilment of the requirements for the degree
BACHELOR OF LAWS
in the
DEPARTMENT OF MERCANTILE LAW
SCHOOL OF LAW
UNIVERSITY OF SOUTH AFRICA
SUPERVISOR: PROF MM MONYAKANE
RRLLB81 ASSESSMENT 2 / FINAL PORTFOLIO
(DUE DATE)
, ABSTRACT
This research report critically investigates the relationship between directors' fiduciary duties,
shareholder interests, and creditor protection in South African company law. The study examines the
extent to which directors may be required to consider creditor interests while conducting the affairs
of a company, particularly where a company is approaching insolvency but has not yet become
insolvent. The research analyses the statutory framework under the Companies Act 71 of 2008,
including sections 22, 76, 77, and 218, and evaluates the relevant jurisprudence, including Venator
Africa (Pty) Ltd v Watts and Ozinsky NO v Lloyd. It is argued that while directors' primary duty is
to act in the best interests of the company, this duty is not static and requires consideration of
creditor interests when the company enters the zone of insolvency. The research concludes that the
recent Supreme Court of Appeal decision in Venator Africa has created uncertainty regarding
directors' personal liability to creditors, and legislative reform may be necessary to clarify the extent
of creditor protection.
KEYWORDS
Directors' Duties; Creditor Protection; Fiduciary Duties; Reckless Trading; Business Rescue
LIST OF ABBREVIATIONS AND ACRONYMS
Abbreviation/acronym Meaning
Act Companies Act 71 of 2008
BRP Business Rescue Practitioner
Companies Act Companies Act 71 of 2008
D&O Directors and Officers
LDD Law, Democracy and Development
PER Potchefstroom Electronic Law Journal
SCA Supreme Court of Appeal
TABLE OF CONTENT
TOPIC ONE: Directors’ Duties, Creditor Protection and the Best Interests of the Page 3
Company
TOPIC TWO: The Extension of Collective Agreements and the Protection of the Page 18
Constitutional Right to Strike
,DIRECTORS' DUTIES, CREDITOR PROTECTION AND THE BEST INTERESTS OF THE
COMPANY
by
[FULL NAMES AND SURNAME OF STUDENT]
(YOUR STUDENT NUMBER)
Submitted in partial fulfilment of the requirements for the degree
BACHELOR OF LAWS
in the
DEPARTMENT OF MERCANTILE LAW
SCHOOL OF LAW
UNIVERSITY OF SOUTH AFRICA
SUPERVISOR: PROF MM MONYAKANE
RRLLB81 ASSESSMENT 2 / FINAL PORTFOLIO
(DUE DATE)
, ABSTRACT
This research report critically investigates the relationship between directors' fiduciary duties,
shareholder interests, and creditor protection in South African company law. The study examines the
extent to which directors may be required to consider creditor interests while conducting the affairs
of a company, particularly where a company is approaching insolvency but has not yet become
insolvent. The research analyses the statutory framework under the Companies Act 71 of 2008,
including sections 22, 76, 77, and 218, and evaluates the relevant jurisprudence, including Venator
Africa (Pty) Ltd v Watts and Ozinsky NO v Lloyd. It is argued that while directors' primary duty is
to act in the best interests of the company, this duty is not static and requires consideration of
creditor interests when the company enters the zone of insolvency. The research concludes that the
recent Supreme Court of Appeal decision in Venator Africa has created uncertainty regarding
directors' personal liability to creditors, and legislative reform may be necessary to clarify the extent
of creditor protection.
KEYWORDS
Directors' Duties; Creditor Protection; Fiduciary Duties; Reckless Trading; Business Rescue
LIST OF ABBREVIATIONS AND ACRONYMS
Abbreviation/acronym Meaning
Act Companies Act 71 of 2008
BRP Business Rescue Practitioner
Companies Act Companies Act 71 of 2008
D&O Directors and Officers
LDD Law, Democracy and Development
PER Potchefstroom Electronic Law Journal
SCA Supreme Court of Appeal
