Minority Protection in Shareholders’ Agreements

Human Capital in M&A Transactions

In this episode of Advisory Explained, host Kosie Kritzinger sits down with Lize Moldenhauer, Managing Director of Omni HR Consulting, to explore the importance of human capital in M&A transactions. They highlight why deals often fail because of people, not spreadsheets, and show how behavioural patterns, silent influencers, and leadership models impact outcomes before, during, and after a transaction. Lize shares practical strategies to integrate people considerations into due diligence and leadership coaching, plus one key insight often overlooked in M&A packs. This episode is a must-watch for professionals and executives seeking to improve M&A outcomes by understanding the people behind the deals. bakertillygreenwoods.co.za

Inside the World of Fund Management

In this episode of Advisory Explained, host Kosie Kritzinger sits down with Bruno Schwalbach, CEO and CIO of Ironclad Asset Management, to explore the ecosystem behind fund management, hedge funds, and alternative investments. Their discussion unpacks the role of a fund manager compared to a hedge fund manager, and what sets a world-class wealth advisor apart. Bruno shares insight into how Ironclad approaches risk across asset classes, the value alternative investments bring to a portfolio, and how advisors can use specialised tools to enhance client outcomes. The conversation also highlights how to evaluate your current wealth plan, with practical questions to help ensure your strategy remains aligned with your goals in a changing environment. This episode is a must-listen for investors and advisors looking to better understand modern portfolio construction and the role of alternatives in long-term wealth management. bakertillygreenwoods.co.za

Minority Protection in Shareholders’ Agreements

In this episode of Advisory Explained, host Kosie Kritzinger sits down with Marcus Schaefer from Fairbridges to unpack shareholders' agreements and the importance of minority protection. Their discussion explores the difference between a shareholders' agreement and a Memorandum of Incorporation (MOI), along with the key rights and protections available to minority shareholders. Marcus explains concepts like reserved matters, veto rights, and tag-along and drag-along provisions in practical terms. They also cover what happens when agreements are weak or conflict with the MOI, and share guidance for both majority and minority shareholders when entering into or reviewing an agreement. This episode is a must-listen for business owners and investors looking to better understand shareholder rights and reduce risk. bakertillygreenwoods.co.za

Section 11a and the Realities of Business Expense Deductibility

In this episode of Advisory Explained, Kosie is joined, once again, by Bobby Wessels from AJM to explore the complexities of Section 11(a) and the general deduction formula in South African tax law. Their discussion centres on the core requirements for deductibility, exploring how foundational case law applies to modern business challenges. They delve into high-stakes areas such as BEE-related expenditure, the deductibility of fraud and cybercrime losses, and the potential pitfalls of expensing salaries for staff working on capital assets or inventory. Listeners will gain insights into the practical application of Section 11(a) and how to navigate the friction between international accounting standards and tax law to ensure their deductions are robust and compliant. bakertillygreenwoods.co.za

Understanding Rectification in Tax and Contract Law

Join host Kosie Kritzinger in this episode of Advisory Explained with Pieter Janse van Rensburg from AJM as they dive into the legal principle of rectification. The discussion explores what rectification is, how it functions within both contract and tax law, and why it serves as a vital tool for correcting honest mistakes in written agreements. Pieter shares international examples and practical insights for the South African context, explaining how these corrections impact ongoing tax obligations and SARS compliance. Listeners will learn the importance of correct implementation and why proving the true original intention of the parties is critical to a successful rectification. bakertillygreenwoods.co.za