Corporate & Commercial

What is due diligence in mergers and acquisitions? This is a common question related to corporate & commercial. Due diligence is a critical step in any  merger or acquisition (M&A)  transaction. It involves a thorough legal, financial, and operational review of the target business to identify risks, liabilities, and opportunities before finalising the deal.

From a legal perspective, due diligence typically includes:

• Reviewing  corporate records and governance
• Assessing  material contracts and commercial obligations
• Identifying  litigation risks or regulatory issues
• Verifying  intellectual property ownership
• Evaluating  employment and compliance matters

The goal is to provide the acquiring party with a clear picture of what they’re buying—and to ensure the transaction is structured and priced appropriately.

Our team assists clients throughout the M&A process, offering tailored due diligence services that align with your commercial objectives and risk appetite. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Every business, regardless of size or industry, relies on contracts to manage relationships, protect interests, and reduce risk. While the specific contracts you need will depend on your operations, some of the most common and essential include:

• Shareholders’ or Partnership Agreements – to govern the relationship between business owners.
• Employment Contracts – to define roles, responsibilities, and expectations for staff.
• Supplier and Service Agreements – to manage relationships with vendors and contractors.
• Client or Customer Agreements – to outline deliverables, payment terms, and liability.
• Non-Disclosure Agreements (NDAs) – to protect confidential information.
• Lease Agreements – for business premises or equipment.
• Franchise or Licensing Agreements – if you’re expanding your brand or IP.
• Terms and Conditions – especially for online businesses or service providers.

Our team assists businesses in drafting, reviewing, and negotiating contracts  that are clear, enforceable, and aligned with your commercial goals. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Corporate governance refers to the  framework of rules, practices, and processes  by which a company is directed and controlled. It defines the roles and responsibilities of the board of directors, management, shareholders, and other stakeholders.

In South Africa, corporate governance is shaped by the  Companies Act 71 of 2008, common law, and the  King IV Report on Corporate Governance, which promotes principles such as accountability, transparency, ethical leadership, and stakeholder inclusivity 

Strong corporate governance is important because it:

• Promotes ethical and effective leadership
• Reduces legal and reputational risk
• Improves investor and stakeholder confidence
• Supports long-term sustainability and performance
• Ensures compliance with regulatory and fiduciary duties

Our team advises boards, executives, and shareholders on governance structures, compliance, and best practices—helping you align with legal requirements while supporting strategic growth. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Yes. We advise on solvent and insolvent restructuring, including:

• Group reorganisations, share-for-share and asset transfers.
• Capital restructures, buy-backs, and distributions.
• Business rescue and contingency planning.
• Schemes of arrangement and compromises between companies and their creditors.
• Debt restructuring and security enhancements.
• Insolvency risk assessment and director duties.

The company secretary supports governance and compliance by:

• Maintaining statutory registers and filings with the Companies and Intellectual Property Commission;
• Preparing board/committee agendas, packs, and minutes;
• Advising the board on the Companies Act and King IV.
• Managing shareholder meetings, resolutions, and disclosures.
• Overseeing director inductions and policy frameworks. For certain entities (e.g., public and state-owned companies), appointing a company secretary is mandatory. We offer company secretarial and governance support services.

Protecting your business in commercial transactions starts with  clear, well-drafted agreements  and a solid understanding of your legal rights and obligations. Whether you’re entering into a supply contract, partnership, or service agreement, the key is to manage risk and ensure enforceability.

Here are a few essential steps:

• Use professionally drafted contracts  that clearly define terms, responsibilities, and remedies.
• Allocate risk with warranties, indemnities, and limitations of liability.
• Include dispute resolution clauses  to manage potential conflicts efficiently.
• Conduct due diligence  on the other party to assess financial stability and legal standing.
• Ensure compliance  with relevant laws, including the Companies Act, Consumer Protection Act, and the Protection of Personal Information Act (POPIA).
• Protect your intellectual property  and confidential information through NDAs and licensing terms.
• Review and update contracts regularly  to reflect changes in law or business circumstances.

Our team assists clients in structuring and negotiating commercial transactions  that are legally sound and commercially practical — helping you avoid costly disputes and protect your business interests. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

A well-drafted SLA typically includes:

• Detailed service descriptions – What services will be provided, and what is excluded.
• Performance standards and metrics – Measurable benchmarks such as response times, uptime, or delivery schedules.
• Roles and responsibilities – Clear obligations for both the service provider and the client.
• Monitoring and reporting – How performance will be tracked and reported.
• Remedies and penalties – Consequences for failing to meet agreed service levels.
• Escalation procedures – Steps to resolve service failures or disputes.
• Confidentiality and data protection – Especially important in digital or outsourced services.
• Amendment and termination clauses – How the agreement can be changed or ended.
• Limitation of liability and indemnities – To manage legal and financial risk

Our team assists clients in drafting and reviewing SLAs  that are tailored to their industry, risk profile, and commercial objectives—ensuring clarity, enforceability, and legal protection. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Yes, Adams & Adams can help with franchise agreements. In recent years, franchising (a specialised form of licensing) has become an increasingly popular and successful way of doing and expanding business. A franchise agreement includes a contractual relationship between a franchisor and franchisee in terms of which the franchisor grants to the franchisee the right to use a bundle of IP and a full business system. The bundle of intellectual property usually includes at least the trade mark or brand and trade dress, copyright and know how. These should be managed, protected and enforced by the Franchisor. The Franchisor should ideally also provide ongoing support, guidance and training in relation to such aspects as marketing, growth, efficient operations and profitability.

One of the motivations for following a franchising model is that it combines the strength of a corporation with those of small businesses. It is a relatively low-risk way for people to get into business themselves and offers people the freedom to earn, manage and to direct their own business, while using a proven business model, and having the support of an established business.

From the perspective of the franchisor, it provides a means for companies to expand effectively without incurring the high capital investment and reduces management difficulties usually associated with the establishment of a branch network.

Franchising is undoubtedly a successful method of business expansion, if best practices are followed. Here at Adams & Adams we know best practice, so let us help you expand your business and ensure your success. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Selling a business involves more than just finding a buyer—it requires careful legal planning to protect your interests and ensure a smooth transaction. Key legal considerations include:

• Ownership and structure
  Confirm who legally owns the business and its assets, and whether you’re selling shares or assets. This affects tax, liability, and regulatory obligations.

• Due diligence readiness
  Buyers will conduct a thorough review of your legal, financial, and operational records. Ensure contracts, compliance documents, and company records are up to date and accessible.

• Contracts and obligations
  Review existing agreements with employees, suppliers, clients, and landlords. Identify any clauses that may be triggered by a sale (e.g., change of control provisions).

• Regulatory compliance
  Ensure your business complies with all relevant laws, including tax, labour, competition, insolvency, environmental, and industry-specific regulations.

• Intellectual property
  Confirm ownership and registration of trademarks, copyrights, and other IP. These are often key value drivers in a sale.

• Warranties and indemnities
  Be prepared to negotiate legal protections for the buyer—such as warranties about the state of the business—and understand the risks you may be taking on.

• Exit strategy and transition
  Consider whether you’ll stay on temporarily to assist with the handover, and how staff and clients will be informed and supported.

Our team provides end-to-end legal support for business sales , from preparing your business for due diligence to negotiating sale agreements and managing regulatory approvals. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

As a company director in South Africa, you are legally required to act in the  best interests of the company and to exercise your powers with  care, skill, and diligence. These obligations are set out in the  Companies Act 71 of 2008  and further guided by the  King IV Report on Corporate Governance.

Your key legal duties include:

• Fiduciary duties
  • Act in good faith and in the best interests of the company
  • Avoid conflicts of interest
  • Not use your position for personal gain
• Duty of care, skill, and diligence
  • Make informed decisions
  • Act with the level of care expected from someone in your position
  • Stay up to date with the company’s affairs and financial position
• Statutory duties
  • Ensure compliance with the Companies Act and other applicable laws
  • Maintain accurate financial records and reporting
  • Oversee risk management and internal controls
  • Ensure the company meets its environmental, social, and governance (ESG) responsibilities

Failure to meet these obligations can result in  personal liability, fines, or even  criminal charges  in cases of gross negligence or misconduct.

Our team advises directors and boards  on their legal responsibilities and governance best practices—helping you manage risk and operate with confidence. For specific legal advice tailored to your situation, it’s best to consult with one of our experienced attorneys at Adams & Adams.

Yes. We prepare website and application terms and conditions, returns and refunds policies, disclosures, and CPA-compliant frameworks for online and offline consumer offerings.

Yes. We coordinate multi-jurisdictional mergers and acquisitions, expansions, franchising and licensing across Africa, leveraging our network for local regulatory, exchange control, and competition compliance.

We assist with the following:

• Gap assessments and data mapping.
• Privacy policies, notices, operator agreements.
• Cross-border transfer mechanisms.
• Incident response planning and security breach management.
• Training for staff and boards. We align privacy frameworks with operational realities and sector rules.

Yes. We assist with incorporation, Memorandums of Incorporation (MOIs), group structures, capital changes, share buy-backs, conversions, and statutory filings.