SWART

[ ] THE SUNDOWN RULE: SECTION 42 TIMING IN MULTI-STEP TRANSACTIONS

Shareholding restructures involving multi-step transactions often need to follow a carefully designed sequence to achieve both the intended commercial result and the tax treatment underpinning it.

Such staged transactions may play out on a single calendar date. While “the same day” carries the commercial logic, the tax treatment can drift from what was intended if certain end-of-day rules are missed, particularly in the case of a section 42 asset-for-share transaction.

This article looks at the use of a closing agreement as a mechanism to better retain alignment between the moving parts up to closing, as well as to manage section 42 timing considerations in the paper.

Read the post at https://buff.ly/7MZtQqC.

[ ] AI AGENTS AND THE ACCOUNTABILITY GAP

The use of Agentic AI systems — autonomous, goal-directed systems that plan, invoke tools and act in the world with limited human supervision — are rapidly growing across economic sectors and jurisdictions. Their capacity for long-term action, multi-step reasoning and inter-agent coordination amplifies long-standing concerns about algorithmic opacity and diffuses responsibility across developers, deployers and end-users.

In this post, Dr Dirk Brand explores some of the key issues at play.

Read the post here: https://buff.ly/3XvjbyH.

Fun day out at Stellenbosch Bowling Club.

[ ] THE RISK OF IMPLIED TRADE MARK LICENCES

In this blog post, Erin Botha and Dérick Swart explore the risks that may arise from the use of trade marks within an associated group of companies without a written licence agreement, and explain how easy it could be to mitigate the potential vulnerabilities.

Read the blog post here: https://buff.ly/vRKv2yv

[ ] CAN AN EMPLOYEE BE A "OPERATOR" FOR PURPOSES OF POPIA?

The Kwazulu-Natal High Court recently decided a case regarding an ex-employee's solicitation of business from his former employer. Usually, such cases turn on the interpretation of the restraint of trade, non-solicitation and confidentiality provisions in an employee's contract, but in Zulu Nyama Game Ranch (Pty) Ltd v Beukes and Another [2025] ZAKZDHC 87, the Protection of Personal Information Act of 2013 also featured prominently as an additional basis for relief.

In this blogpost, our Mari Louw consider the court's finding that an employee can act as an "operator" when processing personal information on behalf of their employer.

Read the post here: https://buff.ly/oIyhXhx

[ ] ECTA'S FRAMEWORK FOR AUTOMATED TRANSACTIONS AND TRANSACTIONAL AGENTIC AI

The same provisions in the Electronic Communications and Transactions Act designed to give legal effect to automated transactions in the early 2000's when electronic data interchange between businesses was the next big thing, may have a renewed role to play in the era of transactional agentic AI, where systems can act with a degree of autonomy, interact with other systems, and execute tasks that look increasingly like commercial "agency".

Dérick Swart and Kiera Jackson consider this issue in our latest blog post.

Read it here: https://buff.ly/Z2fO6Ko

[ ] THE ROLE OF SOFT LAW IN AI GOVERNANCE – A REGIONAL APPROACH

Regulating artificial intelligence (AI) is a complex and time-consuming exercise. This is evident from the development of the first comprehensive AI legislation in the world, namely the EU AI Act (2024). Some countries such as Brazil, South Korea and China have since then adopted specific legislation on AI, while more countries are busy with the legislative processes to adopt AI legislation.

The rapid development of new forms of AI, such as new generative AI models and AI agents, continue to outpace the legislative processes by far. The need for appropriate regulation remains and it is in fact increasingly important in view of the increased risks related to the use of AI, in particular generative AI.

In this post, Dirk Brand considers how a "soft law" approach can help guide organisations developing advanced AI systems in a responsible and ethical manner, pending mature regulatory frameworks.

https://buff.ly/drczOhW

[ ] UNITED KINGDOM MOVES TO LIMIT TRADE MARKS WITH BROAD SPECIFICATIONS

The UK Supreme Court’s decision in SkyKick UK Ltd v Sky Ltd, and the UK Intellectual Property Office’s response in Practice Amendment Notice 1/25 (PAN 1/25), mark a clear shift away from the tolerance of defensive trade mark filings. The message is simple: a trade mark specification must reflect genuine commercial intent, not speculative coverage.

Read our post at https://buff.ly/KMH5Ega

WELLNESS DAY CLOSURE
After a busy and successful month, our office will be closed tomorrow, 8 August 2025, for a team wellness day. For anything urgent, please email [email protected].