Changes to Standard Form Contracts

Changes to Legislation

Welcome to Season 3 of The Cox Yeats Podcast! In episode 5, host Harshita Kapoor is joined by Sunil Hansjee, a partner at Cox Yeats Attorneys with over a decade of experience in employment and labour law. He unpacks the recent implementation of the new Code of Good Practice regulating dismissals in South Africa, highlighting key amendments and what they mean for both employers and employees. Whether you’re running a small business or employed in a large organisation, this episode provides practical insights into evolving legal requirements, with a particular focus on procedural fairness, definitions of incompatibility, and more.  Sunil is recognized for his expertise in complex employment matters, occupational health and safety, and litigation. He also serves as an acting judge in the Labour Court of South Africa. With extensive practical experience spanning collective bargaining, organisational restructuring, disciplinary inquiries, and high-profile litigation, Sunil brings insightful, real-world perspectives to today’s discussion.    ⏱ Timestamped Overview  00:30 – Introduction and introducing the guest Sunil Hansjee  01:16 – What is the Code of Good Practice?  01:36 – Scope of the Code: Dismissals Only  02:28 – Notable Amendments: Small Business Enterprises  04:06 – Defining Small Business Enterprises  05:01 – Procedural Requirements for Small Businesses  06:11 – Explaining Incompatibility    08:09 – Incompatibility and Probationary Employees  09:19 – Impact of the New Code    10:21 – Role of CCMA and Dispute Resolution  11:22 – Consolidation of Dismissal Types.  12:09 – Procedures for Retrenchments  12:50 – Repeal of the Old Code    Quote of the Episode  “Recognising that small businesses shouldn’t have to disrupt their operations just to deal with discipline is a notable amendment. It allows them to focus on their primary objective, trying to make it in very difficult economic times, while still treating employees fairly.” – Sunil Hansjee    👣 Relevant Links    Sunil Hansjee Website: https://www.coxyeats.co.za/Partners/Person/50/Sunil%20%20Hansjee   Sunil Hansjee LinkedIn: https://www.linkedin.com/in/sunil-hansjee-7354a424/     🌐 Connect with Cox Yeats  🔗 Website: https://www.coxyeats.co.za/   📘 LinkedIn: https://za.linkedin.com/company/cox-yeats   🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892     Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.

Notification Comp Commission

Welcome to Season 3 of The Cox Yeats Podcast! In episode 4, host Harshita Kapoor is joined by Cox Yeats partners Randhir Naicker, Benjamin Meadows, and Jason Goodison for a discussion of the Competition Act’s rules governing mergers and acquisitions in South Africa, when a transaction must be notified, how thresholds are calculated, what the Competition Commission examines (competition and public interest), the practical filing process, and the consequences of getting it wrong.  Jason Goodison is a competition law practitioner specialising in merger filings, market definition and regulatory strategy; Randhir Naicker advises on transactional competition matters including abuse of dominance and other prohibited practices; and Benjamin Meadows handles all aspects of merger filings and competition law, with experience in unusual transaction circumstances, post-notification engagements and negotiating public interest conditions.  ⏱ Timestamped Overview  00:30 – Introduction and introducing the guests  01:00 – The Competition Commission’s role in M&A.  02:03 – The Act’s core requirement: notify certain transactions pre-implementation.  02:25 – What qualifies as a “merger”: change in control.  02:54 – How “control” is assessed (shares, business acquisition, influence).  03:55 – Intermediate merger thresholds: R100m (target) / R600m (combined).  04:35 – Large merger thresholds: R190m (target) / R6.6bn (combined) and two-step approval.  05:46 – How thresholds are calculated (target downward; acquirer consolidated upward).  06:16 – Small mergers: no automatic notification but the Commission can require it.  07:17 – Commission guidelines and valuation issues for startups.  08:10 – Consequences of non-notification: orders to unwind and fines.  09:33 – When asset purchases can amount to a change of control.  11:07 – Filing process: start early and submit a joint competitiveness report.  12:17 – Market analysis: defining markets and calculating overlaps.  12:38 – Public-interest test: employment and HDP participation concerns.  14:11 – Common remedies: employee share schemes and no-retrenchment undertakings.  15:20 – Who must notify joint filing and practical need for legal advisers.  16:23 – Commission investigation: contact with employees, competitors and customers.  17:28 – Honest errors vs intentional misleading — different consequences.  18:21 – Internal restructures: possible carve-outs but assess minority rights case-by-case.  20:03 – Practical checklist: run threshold tests and obtain professional analysis if marginal.  20:41 – Closing advice: early engagement, accurate filings and careful market analysis.    Quote of the Episode  “If you don't get the approval, you can't implement the transaction.” – Benjamin Meadows  👣 Relevant Links    Jason Goordison Website: Cox Yeats - Jason Goodison [https://www.coxyeats.co.za/Partners/Person/19/Jason%20Goodison]  Jason Goordison LinkedIn: Jason Goodison - Partner at Cox Yeats Attorneys: Business Law, Commercial Litigation, Natural Resources Law, Banking Law. | LinkedIn [https://za.linkedin.com/in/jason-goodison-aa371148]    Randhir Naicker Website: Cox Yeats - Randhir Naicker [https://www.coxyeats.co.za/Partners/Person/30/Randhir%20Naicker]  Randhir Naicker LinkedIn: Randhir Naicker - Partner at Cox Yeats Attorneys: Business Law, Corporate Mergers & Acquisitions, Construction, Engineering & Infrastructure Law, Medical Schemes. | LinkedIn [https://za.linkedin.com/in/randhir-naicker-08a68711]    Benjamin Meadows Website: Cox Yeats - Benjamin Meadows [https://www.coxyeats.co.za/Partners/Person/62/Benjamin%20Meadows]  Benjamin Meadows LinkedIn: Benjamin Meadows - Partner at Cox Yeats Attorneys | LinkedIn [https://za.linkedin.com/in/benjamin-meadows-61731913a]    🌐 Connect with Cox Yeats  🔗 Website: https://www.coxyeats.co.za/ [https://www.coxyeats.co.za/]   📘 LinkedIn: https://za.linkedin.com/company/cox-yeats [https://za.linkedin.com/company/cox-yeats]   🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892 [https://www.youtube.com/@coxyeats8892]     Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.

Changes To The Scope

Welcome to Season 3 of The Cox Yeats Podcast! In episode 3, host Harshita Kapoor is joined by Cox Yeats construction and engineering team, Chantal Mitchell, Peter Barnard, and Claudelle Pretorius to unpack the concept of scope of works: what it is, why it often becomes muddled, and how standard-form contracts (JBCC, FIDIC, NEC, GCC) address changes, pricing, and time implications. Expect practical insights from both public and private-sector projects, covering everything from provisional sums to Treasury approvals and critical-path pitfalls. Chantal, Peter, and Claudelle are construction and engineering law specialists at Cox Yeats Attorneys. They advise employers, contractors, and professionals on contract strategy, tender disputes, variations, extensions of time, and project close-outs across major South African projects.   ⏱ Timestamped Overview 00:00 – Introduction and introducing the guests 01:28 – Provisional sums & early tenders (e.g., the “R500,000 kitchen” problem) 03:22 – Using the BoQ to price changes (not define scope) 05:13 – Budget diversions mid-project 07:36 – How standard forms handle variations 09:09 – FIDIC (cl.13): employer issues/requests variations; contractor proposals 12:38 – Continuing GCC process and consequences 14:04 – JBCC bars oral instructions; GCC’s practical confirmation approach 15:15 – Acceleration vs EOT (catch-up vs extra time) 18:11 – Treasury approvals causing site standstills & EOT/PS&G knock-ons 20:11 – Move-the-wall example; approved price vs proceed dilemma 22:15 – Often not written into contracts (but still binding via law) 24:45 – What is the critical path? 27:30 – Prevention principle: employer must allow reasonable time 29:45 – Use a live programme; baseline is outdated 33:20 – Employer cautions: approve with full time/cost awareness   Quote of the Episode “The bill of quantities is used to price. It is not used to determine the scope of work.” – Chantal Mitchell   👣 Relevant Links Chantal Mitchell Website: Cox Yeats - Chantal Mitchell [https://www.coxyeats.co.za/Partners/Person/44/Chantal%20Mitchell]Chantal Mitchell LinkedIn: Chantal Mitchell - Durban, KwaZulu-Natal, South Africa | Professional Profile | LinkedIn [https://za.linkedin.com/in/chantal-mitchell-431656160?original_referer=https%3A%2F%2Fwww.bing.com%2F] Peter Barnard Website: Cox Yeats - Peter Barnard [https://www.coxyeats.co.za/Partners/Person/21/Peter%20Barnard]Peter Barnard LinkedIn: Peter Barnard - Cox Yeats | LinkedIn [https://za.linkedin.com/in/peter-barnard-315a39117] Claudelle Pretorius Website: Cox Yeats - Claudelle Pretorius [https://www.coxyeats.co.za/Partners/Person/59/Claudelle%20%20Pretorius]Claudelle Pretorius LinkedIn: Claudelle Pretorius - Umhlanga, KwaZulu-Natal, South Africa | Professional Profile | LinkedIn [https://za.linkedin.com/in/claudelle-pretorius-937a9513b]   🌐 Connect with Cox Yeats 🔗 Website: https://www.coxyeats.co.za/ [https://www.coxyeats.co.za/] 📘 LinkedIn: https://za.linkedin.com/company/cox-yeats [https://za.linkedin.com/company/cox-yeats] 🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892 [https://www.youtube.com/@coxyeats8892]   Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.

Authorising Transactions

Welcome to Season 3 of The Cox Yeats Podcast! In episode 2, host Harshita Kapoor is joined by Cox Yeats partners Randhir Naicker, Benjamin Meadows, and Jason Goodison for a practical discussion on how companies authorise transactions. They unpack the legal framework governing board and shareholder resolutions, when shareholder involvement is required, and the serious consequences if the correct processes aren’t followed.  The conversation touches on the Companies Act, MOIs, shareholder agreements, financial assistance rules, buybacks, distributions, and the risks directors face if they get it wrong. Whether you’re a company director, shareholder, or advisor, this episode is packed with insights into making legally sound corporate decisions.      ⏱ Timestamped Overview  00:00 – Introduction and introducing the guests  02:30 – Who makes decisions for a company? Directors, delegation & authority  03:30 – How resolutions are passed: meetings vs. round robin  05:00 – Majority voting, MOIs, and shareholder agreements  07:00 – Shareholder agreements vs. MOIs: breaches & consequences  08:00 – When shareholders must be involved: financial assistance explained  09:30 – Defining financial assistance & the Constantia case (2023)  11:00 – Solvency & liquidity test: what directors must consider  12:30 – Holding companies, subsidiaries & sister companies explained  13:20 – Reserved matters, restrictive matters & higher thresholds  14:30 – Quorum considerations for resolutions  15:30 – Other instances requiring special resolutions: buybacks, distributions & major disposals  16:40 – Director conflicts of interest (Section 75)  17:20 – Consequences of non-compliance: void transactions & personal liability  18:30 – Why informal decision-making isn’t enough: risks for directors & shareholders  18:55 – Closing remarks & key takeaways    Quote of the Episode  “The failure to get it right can result in the thing you are trying to do not happening. And that’s the last thing you want as a director of a company” – Benjamin Meadows        👣 Relevant Links    Jason Goordison Website: Cox Yeats - Jason Goodison [https://www.coxyeats.co.za/Partners/Person/19/Jason%20Goodison]  Jason Goordison LinkedIn: Jason Goodison - Partner at Cox Yeats Attorneys: Business Law, Commercial Litigation, Natural Resources Law, Banking Law. | LinkedIn [https://za.linkedin.com/in/jason-goodison-aa371148]  Randhir Naicker Website: Cox Yeats - Randhir Naicker [https://www.coxyeats.co.za/Partners/Person/30/Randhir%20Naicker]  Randhir Naicker LinkedIn: Randhir Naicker - Partner at Cox Yeats Attorneys: Business Law, Corporate Mergers & Acquisitions, Construction, Engineering & Infrastructure Law, Medical Schemes. | LinkedIn [https://za.linkedin.com/in/randhir-naicker-08a68711]  Benjamin Meadows Website: Cox Yeats - Benjamin Meadows [https://www.coxyeats.co.za/Partners/Person/62/Benjamin%20Meadows]  Benjamin Meadows LinkedIn: Benjamin Meadows - Partner at Cox Yeats Attorneys | LinkedIn [https://za.linkedin.com/in/benjamin-meadows-61731913a]    🌐 Connect with Cox Yeats  🔗 Website: https://www.coxyeats.co.za/ [https://www.coxyeats.co.za/]   📘 LinkedIn: https://za.linkedin.com/company/cox-yeats [https://za.linkedin.com/company/cox-yeats]   🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892 [https://www.youtube.com/@coxyeats8892]     Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.

Changes to Standard Form Contracts

Welcome to Season 3 of The Cox Yeats Podcast with your host, Harshita Kapoor. In this first episode, we unpack the legal realities of South Africa’s built environment with three top attorneys from Cox Yeats: Peter Barnard, Chantal Mitchell, and Claudel Pretorius. Together, they explore the practical use and misuse of standard form contracts like JBCC, FIDIC, NEC, and GCC; how these agreements shape public and private construction projects; what happens when contracts are amended poorly; and how legal strategies can mitigate risk for contractors and developers alike.  Whether you're a developer, engineer, quantity surveyor, or legal practitioner, this episode is packed with real-world insights and cautionary tales that will reshape how you view construction contracts.      ⏱ Timestamped Overview  00:15 – Introduction to the episode and guest bios  02:22 – Overview of standard form contracts (JBCC, FIDIC, NEC, GCC)  04:09 – What contracts are typically used in public vs private sectors  05:17 – Why the state still uses the 2005 JBCC version & associated risks  07:01 – Common amendments to contracts and how they go wrong 10:46 – How contractors can deal with problematic contract clauses 13:37 – Penalties tied to multiple completion dates: legal issues 16:58 – “Time at large” and why some penalties may be unenforceable  20:23 – The “equity contribution” clause that failed in arbitration   22:42 – Fixed-term contracts vs real construction realities  25:50 – EOT claims blocked by disruption clauses: interdict challenges  28:59 – Negotiation vs legal action: when good faith talks backfire  30:25 – Burdening the courts with urgent interdicts  32:00 – Final takeaways: know the risks, qualify tenders, or plan legal strategy    Quote of the Episode  “Trying to rewrite these contracts, which are not fit for purpose, is like trying to put a square peg into a round hole.” – Peter Barnard       👣 Relevant Links    Peter Barnard Website: Cox Yeats - Peter Barnard [https://www.coxyeats.co.za/Partners/Person/21/Peter%20Barnard]   Peter Barnard LinkedIn: Peter Barnard - Cox Yeats | LinkedIn [https://za.linkedin.com/in/peter-barnard-315a39117]     Chantal Mitchell Website: Cox Yeats - Chantal Mitchell [https://www.coxyeats.co.za/Partners/Person/44/Chantal%20Mitchell]  Chantal Mitchell LinkedIn: Chantal Mitchell - Durban, KwaZulu-Natal, South Africa | Professional Profile | LinkedIn [https://za.linkedin.com/in/chantal-mitchell-431656160]    Claudelle Pretorius Website: Cox Yeats - Claudelle Pretorius [https://www.coxyeats.co.za/Partners/Person/59/Claudelle%20%20Pretorius]  Claudelle Pretorius LinkedIn: Claudelle Pretorius - Umhlanga, KwaZulu-Natal, South Africa | Professional Profile | LinkedIn [https://za.linkedin.com/in/claudelle-pretorius-937a9513b]        🌐 Connect with Cox Yeats  🔗 Website: https://www.coxyeats.co.za/ [https://www.coxyeats.co.za/]   📘 LinkedIn: https://za.linkedin.com/company/cox-yeats [https://za.linkedin.com/company/cox-yeats]   🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892 [https://www.youtube.com/@coxyeats8892]     Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.