CommerCial, ProPerty and litigation (CPl)
an overview of adams & adams CPl services
Pretoria oFFiCe
PoStal addreSS PO Box 1014, Pretoria, 0001, South Africa Street addreSS (CoUrier only) Lynnwood Bridge, 4 Daventry Street Lynnwood Manor, Pretoria, South Africa doCeX 81 Pretoria PHone +27 (0) 12 432 6000 FaX +27 (0) 12 432 6599 email mail@adamsadams.com
JoHanneSBUrg oFFiCe
PoStal addreSS PO Box 10155, Johannesburg, 2000, South Africa Street addreSS (CoUrier only) 2nd Floor 34 Fredman Drive (Cnr 5th Street) Sandton doCeX 53 Johannesburg PHone +27 (0) 11 895 1000 FaX +27 (0) 11 784 2888 (CPL) +27 (0) 11 784 2872 (Patents) +27 (0) 11 784 2889 (Trade Marks) email jhb@adamsadams.com
CaPe toWn oFFiCe
PoStal addreSS PO Box 1513, Cape Town, 8000, South Africa Street addreSS (CoUrier only) 28th Floor, 1 Thibault Square cnr Long St & Hans Strijdom Ave Cape Town doCeX 186 Cape Town PHone +27 (0) 21 418 8560 FaX +27 (0) 21 419 5729 email cpt@adamsadams.com
CommerCial, ProPerty and litigation (CPl)
dUrBan oFFiCe
PoStal addreSS PO Box 237, Umhlanga Rocks, 4320 South Africa Street addreSS (CoUrier only) Suite 2, Level 3, 21 Richefond Circle, Ridgeside Office Park, Umhlanga Ridge, Durban, South Africa doCeX 9 Durban PHone FaX email
+27 (0) 31 536 8240 +27 (0) 31 536 8254 dbn@adamsadams.com
angola angola@adamsadams.com ariPo aripo@adamsadams.com BotSWana botswana@adamsadams.com BUrUndi burundi@adamsadams.com gHana ghana@adamsadams.com Kenya kenya@adamsadams.com leSotHo lesotho@adamsadams.com moZamBiQUe (ariPo) mozambique@adamsadams.com namiBia namibia@adamsadams.com nigeria nigeria@adamsadams.com oaPi (Cameroon) oapi@adamsadams.com SWaZiland swaziland@adamsadams.com tanZania (inCl. ZanZiBar) tanzania@adamsadams.com
www.adamsadams.com
table of Contents Page an overview of adams & adams CPl services
2
administration & Constitutional
3
Banking & Finance
3
Commercial & Contract
3
Competition
3
Construction
4
Consumer Protection
4
Corporate
4
data Protection & Privacy
5
dispute resolution and litigation
5
e-commerce & information technology
5
exchange Control
5
Family & matrimonial dispute
5
Franchising
6
government Procurement
6
insolvency , liquidation, Sequestration &
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ancillary issues insurance
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labour & employment
6
licensing & distribution
7
mergers & acquisitions
7
mining
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Personal injury Claims including medical
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malpractice Professional negligence
7
Property & Conveyancing
8
tax
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Commercial, Property and Litigation (CPL) An overview of Adams & Adams CPL services Adams & Adams offers a wide range of specialist practice areas organised under the Commercial, Property and Litigation (CPL) department. The department has been in existence for many decades and has shown significant growth over the past few years. The team currently comprises of eleven partners, three senior associates, six associates, nine professional assistants, with a large number of candidate attorneys, paralegals and other support staff. The CPL department is based in the Pretoria office of Adams & Adams. Specialised advisory, transactional and litigation services are offered in the fields of practice below and through experts in these fields:
Administration & Constitutional Banking & Finance Commercial & Contract Competition Construction Consumer Protection Corporate Data Protection & Privacy Dispute Resolution and Litigation E-commerce & Information Technology Exchange Control Family & Matrimonial Dispute Franchising Government Procurement Insolvency, Liquidation, Sequestration & Ancillary Issues Insurance Labour & Employment Licensing & Distribution Mergers & Acquisitions Mining Personal Injury Claims including Medical Malpractice Professional Negligence Property & Conveyancing Tax
Commercial, Property and Litigation (CPL)
Administration & Constitutional services include:
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Judicial Review of administrative decisions, including the review of tender awards and all types of decisions by organs of state, public entities performing public functions advising organs of state and public entities as well as entities performing on appropriate procurement processes Assisting government and public entities and in administering procurement processes Facilitating Public Private Partnerships (PPPs) Constitutional and human rights Litigation Accessing information from public and private bodies Advising on Black Economic Empowerment (BEE) Regulatory compliance Data protection Expropriations and land claims
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Commercial & Contract services include: •
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Banking & Finance services include: • • •
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Advising on banking law in general Advising on credit agreements and the National Credit Act Advising on the structuring and assisting with the drafting and/or review of financial arrangements, project finance and related transactions, including public private partnership arrangements (PPPs) with government departments Banking and financial markets law and legislation Banking and related litigation, including recoveries, foreclosures and repossessions Collective investment schemes, private equity and hedge funds Hedge fund structuring, listing and related documentation Advising on trading documentation including prime brokerage agreements and derivative documentation
Advising on Investment Management Agreements, sales and distribution arrangements Financing into and out of South Africa Preference share finance Public sector finance Retail and wholesale financial services, including the Securities Service Act and the Financial Advisory and Intermediary Services Act Security structures/security SPV’s Simple and syndicate loans Structured financing
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Advising on, assisting with the negotiation and drafting of a wide variety of commercial contracts, both domestic and international Furnishing general commercial advice Drafting all types of commercial contracts, including manufacturing, distribution, sales and agency arrangements, outsourcing agreements and the like Advising on the interface between competition law and intellectual property
Competition services include: • •
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All aspects of compliance, including in-house training Preparing, submitting and moving applications for approval of mergers and acquisitions before the Competition Commission and Competition Tribunal Opposing mergers on behalf of parties who are concerned about the anti-competitive implication of the merger Reviewing all agreements and advising on the competition law aspects Applying for exemptions in respect of prohibited practices Cartel investigations and settlements
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Dealing with complaints regarding prohibited practices Instituting and defending complaints to the Competition Commission Interim relief applications Obtaining advisory opinions from the Competition Commission Appeals and reviews to the Competition Appeal Court
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Corporate services include: • •
Construction services include: • • •
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Drafting construction contracts Advising on the implementation on construction contracts, issuing of formal notices, processes to be followed, extensions of time and the like Dispute resolution/arbitration proceedings Recovery of amounts due under interim and final payment certificates
Consumer Protection services include: •
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Advice on the implications and compliance with the requirements of the Consumer Protection Act Assisting with any investigation of complaints lodged with the Consumer Protection Commission and hearings before the Tribunal Assisting insurers with considering amendments to their insurance policies in respect of the risk of product liability and the rating of that risk Reviewing the risk control procedures of product manufacturers, suppliers and distributors in the context of the Act Advising on product liability and handling litigation in respect thereof Checking and updating contracts and standard documents in line with the Consumer Protection Act Assisting with the prosecution or defence of any complaints to be lodged or lodged with the Consumer Protection Commission, and
Commercial, Property and Litigation (CPL)
the investigation of such complaints Attending proceedings and appearing on behalf of clients at hearings before the Tribunal
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Advising on all aspects relating to corporate legislation Structuring of BEE transactions, charters and codes of good practice Advising on, and implementing, corporate transactions such as the issue or transfer of shares, rights issues, share buybacks and similar transactions All other contractual arrangements relating to incorporated entities and its members Regulatory filings with the Registrar of Companies to amend corporate details of all incorporated entities and to amend and update CIPC records, as well as deregistrations Re-registration of deregistered entities Assisting offshore companies in establishing a business presence in South Africa, including advice on the appropriate business structure, and the legal, tax and exchange control consequences thereof Regulatory work for the Departments of Minerals and Energy and Agriculture Corporate restructuring Drafting and reviewing of shareholders’ agreements and association agreements and assisting in the negotiation thereof The duties and responsibilities of directors and their officers The selection of the most appropriate entity which includes the incorporation of companies and closed corporations and the formation of partnerships Establishment of Trusts
Data Protection & Privacy services include: • • •
Advising on the law relating to privacy Advising on the Protection of Personal Information Bill Reviewing and updating contracts, policies and other documents in relation to data protection and privacy
Dispute Resolution and Litigation
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E-commerce & Information Technology services include:
High Court actions and applications, mediation and arbitrations in respect of disputes involving:
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Administrative law (including judicial reviews of tender awards and all types of decisions by organs of state, public entities and private entities performing public functions); Aviation claims Banking law (including commercial disputes, negotiable instruments, foreclosures and repossessions) Competition law Constitutional law Construction and engineering law Contractual matters Consumer protection issues Corporate and commercial matters Enforcement and protection of contractual and delictual rights Family law and matrimonial disputes Insolvency, including liquidation of companies and close corporations, and sequestration of trusts and individual users Insurance law Labour law and employment Medical Schemes related matters Personal injury claims, including those arising out of motor vehicle accidents, medical negligence, assault, actions of animals, ultra vires actions of the state, and cases of vicarious liability Product liability, unfair business practices and consumer issues
Professional negligence claims including those arising out of a failure to fulfil a mandate or to discharge a duty of care by legal professionals, doctors and hospitals Restraints of trade and unlawful competition Statutory and regulatory matters (advice on and resolution of issues arising with regulators)
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Advising on all aspects of e-commerce including the legal consequences of electronic business transactions Assisting with the drafting, reviewing and negotiations of all IT-related agreements, including software licence and/or development agreements and IT support and maintenance agreements Reviewing and/or drafting terms and conditions of use of web pages and online business terms and conditions Giving advise and drafting policies relating to social media
Exchange Control services include: • • • • • •
Investments and transfers offshore by individuals Inward investments License, distribution and agency agreements Cross border restructurings Reviewing transactions and agreements for compliance with exchange control regulations Transfer of assets
Family & Matrimonial Dispute services include: • • •
Antenuptial contracts and changes in matrimonial property regimes Assistance in reaching amicable settlements through negotiation and support Rule 43 applications for interim relief
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Mediation in family law disputes Divorces Enforcement of orders relating to family law matters Parental responsibilities and rights including guardianship, care and contact Rights of fathers of children born out of wedlock (and of those children) Children’s rights
including consortium and joint venture agreements, shareholders’ agreements, concession agreements, preferred supplier agreements, service level agreements, etc
Insolvency, Liquidation, Sequestration & Ancillary Issues services include: •
Franchising services include: • •
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Advising on the interface between franchising, intellectual property and competition law Advising in all requirements for franchising, licensing and similar agreements Advise on and liaising with the Franchise Association of South Africa Assisting both franchisers and franchisees with the entering into and setting up of franchise operations Drafting and checking franchise agreements and related documents Advising on the Consumer Protection Act’s implementation on franchising
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Insurance services include: •
Government Procurement services include: • • • • •
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Advising government/public entities on appropriate procurement processes Drafting tender documentation Assisting in legal issues that arise when tenders are evaluated Representing government where tender awards are challenged Advising private sector entities on responding to government tenders, on preparing submissions and representing entities that wish to challenge or defend tender awards Public Private Partnerships (PPPs) Black Economic Empowerment (BEE) Drafting and/or reviewing various agreements
Commercial, Property and Litigation (CPL)
Advising stakeholders on the voluntary winding up of companies Applications for sequestration of trusts and individuals (voluntary and compulsory) Applications to liquidate listed, private or public companies and close corporations Cross-border insolvency Insolvency enquiries Insolvency related litigation matters Judicial management Liability of directors and other ancillary issues Offers of compromise Proof of claims Schemes of arrangements
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Enforcement of insurance contracts, and dealing with repudiations and underwriters Defending claims on behalf of insurers Fire damage to property Material damages claims related to motor vehicles Re-insurance Recovery proceedings in respect of subrogated rights
Labour & Employment services include: •
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Advising on the Labour Relations Act, Basic Conditions of Employment Act and other employment related legislation Advising on restraints of trade, unfair competition and interpretation of contracts
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All forms of employment litigation, including conducting internal disciplinary procedures and external dispute resolution proceedings in the CCMA, Bargain and Statutory Councils, Labour Court, Labour Appeal Court, Supreme Court of Appeal and Constitutional Court Negotiation and drafting of employment contracts Policy development and drafting in relation thereto Structuring of employment affairs
Licensing & Distribution services include: • •
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Advising on and assisting with the negotiation and drafting of a wide variety of licensing and distribution contracts, both domestic and international Furnishing general commercial advice in relation to licensing and distribution agreements Advising on the implications of exchange control, competition law and/or intellectual property in relation to licensing and distribution agreements
Mergers & Acquisitions services include: •
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Advising on all types of reorganisations, share transfers, business or asset transfers, both locally and cross-border Company sales and purchases Drafting, reviewing and implementing all agreements in respect of mergers, acquisitions and restructurings Due diligence investigations and reports Listings/secondary listings Management buy-outs Privatisations Purchases and sales of businesses Schemes of arrangement Structuring and financing of BEE transactions Take-overs
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The statutory and regulatory environment affecting listed public and other companies
Mining services include: • •
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Advising on and structuring transactions involving mineral rights Drafting agreements/documents relating to the conversion, acquisition and disposal of mining rights and titles Advising on and obtaining any consent required in terms of the MPRDA and other environmental statutes Advising on beneficiation and royalty issues
Personal Injury Claims including Medical Malpractice: We assist clients who were injured: • • • • • • • • •
Due to medical negligence of doctors, nursing staff at state or private hospitals At shopping centres, airport terminal buildings, parking lots and other public areas Due to the actions of animals Due to ultra vires actions of the state or other acts of negligence (potholes etc) In aircraft and helicopter accidents, locally and abroad In cases of vicarious liability In foreign countries In motor vehicle accidents (including claims against the Road Accident Fund) As a result of an assault
Professional Negligence services include: •
Claims against professionals, such as doctors, attorneys and engineers who fail to fulfil mandates or breach their duty of care or fail to act in accordance with the skill expected of such professionals
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Property & Conveyancing services include:
Tax services include: •
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Advising on and drafting of commercial and residential leases Commercial and residential developments, including township establishment and sectional title developments Conventional transfers of properties, as well as transfers as a result of or in terms of liquidations, auctions, court orders, foreclosures, divorces, donations and deceased and insolvent estates Financial planning and structuring of share block and time share schemes Financial structuring of property transactions Miscellaneous applications, consents and endorsements required in the conveyancing process Negotiating and drafting agreements relating to the sale of properties, both residential and commercial Project and commercial property development finance Property finance Registration and cancellation of all types of bonds, including mortgage-, surety-, collateral-, indemnity and notarial bonds Registration of all types of servitudes Subdivision and consolidation of properties
© Adams & Adams Updated March 2014 Commercial, Property and Litigation (CPL)
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Cross border transactions and investment structures Income tax, capital gains tax, estate duty, value added tax, securities transfer tax Secondary tax on companies Tax litigation, objections and appeals The structuring of commercial transactions to minimise tax liabilities
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CommerCial, ProPerty and litigation (CPl)