Corporate & Commercial Law
We offer in-depth experience across a range of commercial sectors, combining legal expertise and market knowledge with a thorough understanding of our clients' businesses to deliver advice that is both pragmatic and cost effective.
Corporate & Commercial Law Services
Our lawyers coordinate complex transactions, deal with regulatory requirements, advise on tax matters, manage due diligence investigations and prepare all required documentation. Our key focus areas are:
Black Economic Empowerment
Our Black Economic Empowerment (BEE) team is widely recognised as being one of the most knowledgeable and experienced BEE regulatory teams. Our expertise includes advising on the Broad-Based BEE Act, the Codes of Good Practice, Transformation Charters and Sector Codes, and related legislation and regulations.
Our experience is deep and varied and covers a wide range of advisory services. Click here to learn more.
Companies Act
When the 'new' Companies Act, No 71 of 2008 came into force on 1 May 2011, it marked the beginning of a significant era for corporate law in South Africa. Although much of the old law was retained, many significant new concepts and changes were introduced. CDH is well positioned to help our clients to comply with the legislation. We also offer training tailored to your business needs to help you meet your obligations.
Click here to read more.
Corporate Governance
In recognising the evolving needs of our local and global clients who are expanding their business operations on the continent and further afield as well as the increased governance risks, we provide a full corporate governance and regulation service within the Corporate and Commercial practice, which has local and global corporate governance expertise.
Read more about our services here.
Equity Capital Markets
Equity capital markets (ECM) are evolving fast within the current market environment. New options for growth are being created. However, this often comes with more complex choices and challenges that complicate capital market decisions. Any company on a growth trajectory needs a legal advisor with a proven track record and expertise across the full ECM spectrum. With our tailored advisory and solutions-based approach, CDH is the right legal partner in any ECM project.
Click here to read more.
Listings, Stock Exchanges & Public Documents
Our Corporate & Commercial practice acts for a number of the top 100 Johannesburg Stock Exchange listed companies, companies listed on major international bourses and companies with dual or multiple listings.
Click here to read more.
Merger & Acquisitions
We close deals effectively by providing exceptional legal advice, managing risk, ensuring you meet regulatory compliance and working at every aspect of the transaction to ensure that it works from a legal and commercial perspective. Click here for more.
Private Equity
Our Private Equity team has in-depth experience of African transactions. In addition, we have immediate access to a vast network of relationship firms across the continent. We are therefore able to move quickly and seamlessly on local and international transactions. Learn more here.
Technology, Media & Telecommunications
Our Technology, Media & Telecommunications team uses its understanding of the technology sector to deliver cost-effective and innovate solutions for both suppliers and consumers. Learn more here.
Corporate & Commercial Law Brochures
Services
Corporate & Commercial Law Services
Our lawyers coordinate complex transactions, deal with regulatory requirements, advise on tax matters, manage due diligence investigations and prepare all required documentation. Our key focus areas are:
Black Economic Empowerment
Our Black Economic Empowerment (BEE) team is widely recognised as being one of the most knowledgeable and experienced BEE regulatory teams. Our expertise includes advising on the Broad-Based BEE Act, the Codes of Good Practice, Transformation Charters and Sector Codes, and related legislation and regulations.
Our experience is deep and varied and covers a wide range of advisory services. Click here to learn more.
Companies Act
When the 'new' Companies Act, No 71 of 2008 came into force on 1 May 2011, it marked the beginning of a significant era for corporate law in South Africa. Although much of the old law was retained, many significant new concepts and changes were introduced. CDH is well positioned to help our clients to comply with the legislation. We also offer training tailored to your business needs to help you meet your obligations.
Click here to read more.
Corporate Governance
In recognising the evolving needs of our local and global clients who are expanding their business operations on the continent and further afield as well as the increased governance risks, we provide a full corporate governance and regulation service within the Corporate and Commercial practice, which has local and global corporate governance expertise.
Read more about our services here.
Equity Capital Markets
Equity capital markets (ECM) are evolving fast within the current market environment. New options for growth are being created. However, this often comes with more complex choices and challenges that complicate capital market decisions. Any company on a growth trajectory needs a legal advisor with a proven track record and expertise across the full ECM spectrum. With our tailored advisory and solutions-based approach, CDH is the right legal partner in any ECM project.
Click here to read more.
Listings, Stock Exchanges & Public Documents
Our Corporate & Commercial practice acts for a number of the top 100 Johannesburg Stock Exchange listed companies, companies listed on major international bourses and companies with dual or multiple listings.
Click here to read more.
Merger & Acquisitions
We close deals effectively by providing exceptional legal advice, managing risk, ensuring you meet regulatory compliance and working at every aspect of the transaction to ensure that it works from a legal and commercial perspective. Click here for more.
Private Equity
Our Private Equity team has in-depth experience of African transactions. In addition, we have immediate access to a vast network of relationship firms across the continent. We are therefore able to move quickly and seamlessly on local and international transactions. Learn more here.
Technology, Media & Telecommunications
Our Technology, Media & Telecommunications team uses its understanding of the technology sector to deliver cost-effective and innovate solutions for both suppliers and consumers. Learn more here.
Brochures
Corporate & Commercial Law Brochures
Corporate & Commercial Lawyers
Our lawyers coordinate complex transactions, deal with regulatory requirements, advise on tax matters, manage due diligence investigations and prepare all required documentation.
Our Corporate & Commercial LawyersOur Work
Featured
CDH Kenya represented Swedfund International AB (Swedfund) in its investment in Apollo Agriculture Limited (Apollo)
Our team's role involved advising Swedfund on its investment in Apollo through a senior loan agreement worth US$ 5 million.
CDH was advisor to the multi-jurisdictional acquisition by Kuehne+Nagel
In a recent transaction exemplifying the close collaboration between, and business opportunities arising from, our SA and Kenya offices, CDH was appointed to advise the existing shareholders of the Morgan Cargo Group, one of the largest logistics businesses in Africa (with its main operations based in SA), in the multi-jurisdictional acquisition by Kuehne+Nagel (a Fortune 500 company and one of the biggest logistics businesses in the world) of a majority shareholding in the Morgan Cargo Group.
Clientèle Limited and Telesure Investment Holdings Proprietary Limited
CDH advised both Clientèle Limited and Telesure Investment Holdings Proprietary Limited on Clientèle's acquisition of 1Life Insurance Limited and Telesure's acquisition of 26% of Clientèle.
CDH's Private Equity advised Metier in establishing the Metier Capital Growth Fund III
CDH's Private Equity (Investment Funds) team advised Metier in establishing the Metier Capital Growth Fund III (a parallel fund structure in South Africa and Mauritius)
ECO (Atlantic) Oil & Gas Ltd on its Acquisition in Guyana
CDH's Corporate & Commercial Practice and Oil & Gas Sector advised ECO (Atlantic) Oil & Gas Ltd on its Acquisition in Guyana
SA Corporate Real Estate Limited and Indluplace Properties Limited
CDH advised SA Corporate Real Estate Limited and Indluplace Properties Limited on the acquisition by SA Corporate and delisting of Indluplace Properties Limited. Click
All
Clientèle Limited and Telesure Investment Holdings Proprietary Limited
CDH advised both Clientèle Limited and Telesure Investment Holdings Proprietary Limited on Clientèle's acquisition of 1Life Insurance Limited and Telesure's acquisition of 26% of Clientèle. The transaction, a category 1 transaction under the JSE Listings Requirements, is worth approximately R1,914 billion. The transaction is subject to certain conditions precedent which are expected to be fulfilled or waived by the end of September 2024.
1Life's operations in the underwritten direct and intermediated life insurance market and the funeral mass market will enhance Clientèle's already diversified financial services product offering to the South African market.
FNZ
Kieti represented FNZ, the leading UK-based global platform as a service company specialising in providing investment platforms to major financial institutions in the financial services and wealth management sectors. Our Kenya-based corporate/M&A team advised FNZ on Kenya merger control issues in relation to FNZ’s acquisition of Silica. Our work on this matter demonstrates our year-round role advising clients in connection with cross-border transactions, here with a significant competition law component.
PayGo Energy
Advised Arrowhead and Gemgrow, both South Africa-based property funds, on the reverse takeover of Gemgrow by Arrowhead, in terms of which Gemgrow acquired all of the Arrowhead shares by way of a scheme of arrangement.
Senwes Group
Advised ZARX-listed Senwes Group, one of South Africa's largest agribusinesses, and KLK Landbou Limited, a large farming services specialist in the Northern Cape, on Senwes Group's purchase of a majority shareholding in KLK, whilst simultaneously overcoming a competing hostile takeover bid, already launched by one of KLK's existing shareholders.
Caixa Geral de Depósitos
Advised Caixa Geral de Depósitos, S.A., the leading Portugal-based state-owned banking corporation, as South African counsel, on its disposal of 100% of its shareholding in Mercantile Bank Holdings to Capitec Bank.
Séché Environnement
Advised Séché Environnement S.A., the leading France-based group which provides environmental management solutions globally, in its take-private acquisition of 100% of the issued share capital of South African waste management company, Interwaste Holdings, by way of a scheme of arrangement. Following the implementation of the scheme, Interwaste was delisted from the main board of JSE.
Metier Capital Growth Fund II Partnership and Metier Capital Growth Fund II Investments
Advised Metier Capital Growth Fund II Partnership and Metier Capital Growth Fund II Investments, leading South African and Mauritius private equity investment vehicles, in their take-private acquisition of 100% of the issued share capital of South African packaging company, Master Plastics, by way of a scheme of arrangement. Following the implementation of the scheme, Master Plastics was delisted from the main board of JSE.
Vukile Property Fund
Advised Vukile Property Fund Limited, one of South Africa's premier REITs, in the indirect acquisition of 4 retail centres in Spain from Unibail Rodamco. This marked a significant step in its offshore expansion.
Old Mutual Emerging Markets
Advised Old Mutual Emerging Markets Proprietary Limited (OMEM), which owns 100% of the issued share capital of Old Mutual (South Africa) Holdings (OMSA), which in turn held 100% of the issued share capital of UK-based, OM Latin America HoldCo UK (OMLAH) and 100% of the issued share capital of Panama-based, AIVA Holdings Group (AIVA). We advised OMSA in the sale of its 100% shareholding in OMLAH and AIVA, thereby also transferring indirect ownership of various companies falling under these entities. The transaction involved numerous countries across 4 continents, their local laws and the sale of shares in a highly-regulated industry.
Our Work
CDH Kenya represented Swedfund International AB (Swedfund) in its investment in Apollo Agriculture Limited (Apollo)
Our team's role involved advising Swedfund on its investment in Apollo through a senior loan agreement worth US$ 5 million.
CDH was advisor to the multi-jurisdictional acquisition by Kuehne+Nagel
In a recent transaction exemplifying the close collaboration between, and business opportunities arising from, our SA and Kenya offices, CDH was appointed to advise the existing shareholders of the Morgan Cargo Group, one of the largest logistics businesses in Africa (with its main operations based in SA), in the multi-jurisdictional acquisition by Kuehne+Nagel (a Fortune 500 company and one of the biggest logistics businesses in the world) of a majority shareholding in the Morgan Cargo Group.
Clientèle Limited and Telesure Investment Holdings Proprietary Limited
CDH advised both Clientèle Limited and Telesure Investment Holdings Proprietary Limited on Clientèle's acquisition of 1Life Insurance Limited and Telesure's acquisition of 26% of Clientèle.
CDH's Private Equity advised Metier in establishing the Metier Capital Growth Fund III
CDH's Private Equity (Investment Funds) team advised Metier in establishing the Metier Capital Growth Fund III (a parallel fund structure in South Africa and Mauritius)
ECO (Atlantic) Oil & Gas Ltd on its Acquisition in Guyana
CDH's Corporate & Commercial Practice and Oil & Gas Sector advised ECO (Atlantic) Oil & Gas Ltd on its Acquisition in Guyana
SA Corporate Real Estate Limited and Indluplace Properties Limited
CDH advised SA Corporate Real Estate Limited and Indluplace Properties Limited on the acquisition by SA Corporate and delisting of Indluplace Properties Limited. Click
Clientèle Limited and Telesure Investment Holdings Proprietary Limited
CDH advised both Clientèle Limited and Telesure Investment Holdings Proprietary Limited on Clientèle's acquisition of 1Life Insurance Limited and Telesure's acquisition of 26% of Clientèle. The transaction, a category 1 transaction under the JSE Listings Requirements, is worth approximately R1,914 billion. The transaction is subject to certain conditions precedent which are expected to be fulfilled or waived by the end of September 2024.
1Life's operations in the underwritten direct and intermediated life insurance market and the funeral mass market will enhance Clientèle's already diversified financial services product offering to the South African market.
FNZ
Kieti represented FNZ, the leading UK-based global platform as a service company specialising in providing investment platforms to major financial institutions in the financial services and wealth management sectors. Our Kenya-based corporate/M&A team advised FNZ on Kenya merger control issues in relation to FNZ’s acquisition of Silica. Our work on this matter demonstrates our year-round role advising clients in connection with cross-border transactions, here with a significant competition law component.
PayGo Energy
Advised Arrowhead and Gemgrow, both South Africa-based property funds, on the reverse takeover of Gemgrow by Arrowhead, in terms of which Gemgrow acquired all of the Arrowhead shares by way of a scheme of arrangement.
Senwes Group
Advised ZARX-listed Senwes Group, one of South Africa's largest agribusinesses, and KLK Landbou Limited, a large farming services specialist in the Northern Cape, on Senwes Group's purchase of a majority shareholding in KLK, whilst simultaneously overcoming a competing hostile takeover bid, already launched by one of KLK's existing shareholders.
Caixa Geral de Depósitos
Advised Caixa Geral de Depósitos, S.A., the leading Portugal-based state-owned banking corporation, as South African counsel, on its disposal of 100% of its shareholding in Mercantile Bank Holdings to Capitec Bank.
Séché Environnement
Advised Séché Environnement S.A., the leading France-based group which provides environmental management solutions globally, in its take-private acquisition of 100% of the issued share capital of South African waste management company, Interwaste Holdings, by way of a scheme of arrangement. Following the implementation of the scheme, Interwaste was delisted from the main board of JSE.
Metier Capital Growth Fund II Partnership and Metier Capital Growth Fund II Investments
Advised Metier Capital Growth Fund II Partnership and Metier Capital Growth Fund II Investments, leading South African and Mauritius private equity investment vehicles, in their take-private acquisition of 100% of the issued share capital of South African packaging company, Master Plastics, by way of a scheme of arrangement. Following the implementation of the scheme, Master Plastics was delisted from the main board of JSE.
Vukile Property Fund
Advised Vukile Property Fund Limited, one of South Africa's premier REITs, in the indirect acquisition of 4 retail centres in Spain from Unibail Rodamco. This marked a significant step in its offshore expansion.
Old Mutual Emerging Markets
Advised Old Mutual Emerging Markets Proprietary Limited (OMEM), which owns 100% of the issued share capital of Old Mutual (South Africa) Holdings (OMSA), which in turn held 100% of the issued share capital of UK-based, OM Latin America HoldCo UK (OMLAH) and 100% of the issued share capital of Panama-based, AIVA Holdings Group (AIVA). We advised OMSA in the sale of its 100% shareholding in OMLAH and AIVA, thereby also transferring indirect ownership of various companies falling under these entities. The transaction involved numerous countries across 4 continents, their local laws and the sale of shares in a highly-regulated industry.
Corporate & Commercial Law News
More newsCelebrating women's voices on International Women's Day 2024
International Women's Day (IWD) is a global day celebrating the social, economic, cultural, and political achievements of women. The day also marks a call to action for accelerating gender parity.
Revised Social Housing Grant Quantum
On 7 September 2023, the Social Housing Regulatory Authority (SHRA) issued a circular advising interested parties of the applicability, and implementation, of the adjustment to the quantum of the Consolidated Capital Grant (CCG), as announced by the Minister of Human Settlements on 31 March 2023.
The impact of the fluctuation of the Kenyan currency with regards to investment in Kenya
The Kenyan shilling dropped significantly in value (by approximately 22%) against the US dollar between March 2022 and January 2024. During this period there was a continuous drop in value with the lowest rate being KES 160.80 per dollar in January 2024. Various factors have been attributed to the depreciation of the shilling against the dollar, including the COVID-19 pandemic, which affected the global economy; rapid monetary policy tightening by the US Federal Reserve; the Russia-Ukraine war and the subsequent sanctions against Russia which disrupted supply chains; drought; and the Kenyan Government’s heavy debt burden, which reduced Kenya’s reserves below the required level of not less than the value of four months’ worth of imports. In February 2024, the shilling gained against the dollar from KES 160 to KES 145 and, as at 6 March, the shilling stands at 142.8 against the dollar. It is not certain whether this upward trend will continue or if future declines/fluctuations are to be expected. In this article, we discuss the actions taken by the Government to mitigate this, look at the impact of fluctuation of the Kenyan currency on investments, and propose somesolutions. Mitigation measures by the Government
Market recognition
- Chambers Global 2015-2024 rank our Corporate/M&A practice in Band 1.
- The Legal 500 EMEA 2018-2023 recognises us as Tier 1 in commercial, corporate/M&A.
- IFLR1000 2017-2021 ranks the firm in M&A - Tier 1. IFLR1000 2016 ranks the firm in M&A - Tier 2.
DealMakers 2023
- 2023 1st by M&A Listed Deal Flow.
- 2023 2nd by M&A Unlisted Deal Flow.
- 2023 2nd by M&A Unlisted Deal Value.
- 2023 2nd by M&A Listed & Unlisted BEE Deal Flow.
- 2023 2nd by General Corporate Finance Deal Value.
- 2023 4th by General Corporate Finance Deal Flow.
DealMakers 2022
- 2022 1st by M&A Listed Deal Flow
- 2022 3rd by M&A Listed Deal Value
- 2022 3rd by M&A Unlisted Deal Value
- 2022 3rd by M&A Unlisted Deal Flow
- 2022 3rd by General Corporate Finance Deal Flow
DealMakers 2021
- 2021 1st by M&A Deal Flow
- 2021 2nd by General Corporate Finance Deal Flow
- 2021 2nd by BEE Deal Value
- 2021 3rd by General Corporate Finance Deal Value
- 2021 3rd by BEE Deal Flow
- 2021 4th by M&A Deal Value
- 2020 1st by M&A Deal Flow
- 2020 1st by BEE Deal Flow
DealMakers 2018 - 2020
- 2020 1st by BEE Deal Value
- 2020 2nd by General Corporate Finance Deal Flow
- 2020 2nd by General Corporate Finance Deal Value
- 2020 3rd by M&A Deal Value
- 2020 Catalyst Private Equity Deal of the Year
- M&A Legal DealMakers of the Decade 2010 – 2019 (Deal Flow)
- Dealmakers 2019 - 1st by BEE M&A Deal Flow
- Dealmakers 2019 - 1st by General Corporate Finance Deal Flow
- Dealmakers 2019 - 2nd by M&A Deal Value
- Dealmakers 2019 - 2nd by M&A Deal Flow
- Dealmakers 2018 - 1st by M&A Deal Flow for the 10th year in a row.
- Dealmakers 2018 - 1st by M&A Deal Value.
- Dealmakers 2018 - 2nd by General Corporate Finance Deal Flow.
- Dealmakers 2018 - 1st by BEE M&A Deal Value.
- Dealmakers 2018 - 2nd by BEE M&A Deal Flow.
- Dealmakers 2018 - Lead legal advisers on the Private Equity Deal of the Year.
Market recognition
- Chambers Global 2015-2024 rank our Corporate/M&A practice in Band 1.
- The Legal 500 EMEA 2018-2023 recognises us as Tier 1 in commercial, corporate/M&A.
- IFLR1000 2017-2021 ranks the firm in M&A - Tier 1. IFLR1000 2016 ranks the firm in M&A - Tier 2.
DealMakers 2023
- 2023 1st by M&A Listed Deal Flow.
- 2023 2nd by M&A Unlisted Deal Flow.
- 2023 2nd by M&A Unlisted Deal Value.
- 2023 2nd by M&A Listed & Unlisted BEE Deal Flow.
- 2023 2nd by General Corporate Finance Deal Value.
- 2023 4th by General Corporate Finance Deal Flow.
DealMakers 2022
- 2022 1st by M&A Listed Deal Flow
- 2022 3rd by M&A Listed Deal Value
- 2022 3rd by M&A Unlisted Deal Value
- 2022 3rd by M&A Unlisted Deal Flow
- 2022 3rd by General Corporate Finance Deal Flow
DealMakers 2021
- 2021 1st by M&A Deal Flow
- 2021 2nd by General Corporate Finance Deal Flow
- 2021 2nd by BEE Deal Value
- 2021 3rd by General Corporate Finance Deal Value
- 2021 3rd by BEE Deal Flow
- 2021 4th by M&A Deal Value
- 2020 1st by M&A Deal Flow
- 2020 1st by BEE Deal Flow
DealMakers 2018 - 2020
- 2020 1st by BEE Deal Value
- 2020 2nd by General Corporate Finance Deal Flow
- 2020 2nd by General Corporate Finance Deal Value
- 2020 3rd by M&A Deal Value
- 2020 Catalyst Private Equity Deal of the Year
- M&A Legal DealMakers of the Decade 2010 – 2019 (Deal Flow)
- Dealmakers 2019 - 1st by BEE M&A Deal Flow
- Dealmakers 2019 - 1st by General Corporate Finance Deal Flow
- Dealmakers 2019 - 2nd by M&A Deal Value
- Dealmakers 2019 - 2nd by M&A Deal Flow
- Dealmakers 2018 - 1st by M&A Deal Flow for the 10th year in a row.
- Dealmakers 2018 - 1st by M&A Deal Value.
- Dealmakers 2018 - 2nd by General Corporate Finance Deal Flow.
- Dealmakers 2018 - 1st by BEE M&A Deal Value.
- Dealmakers 2018 - 2nd by BEE M&A Deal Flow.
- Dealmakers 2018 - Lead legal advisers on the Private Equity Deal of the Year.
Happy Clients
"They provide different thoughts on a number of key points, both from commercial and legal perspectives."
Chambers Global 2024
"We have done several cross-border deals with them and the lawyers at Cliffe Dekker Hofmeyr are consistently excellent."
Chambers Global 2024
"Their knowledge of the law is outstanding. They are always practical in their commercial approach, and to the point."
Chambers Global 2024
"The team's approach and advice is solution-based and strategic."
Chambers Global 2024
The lawyers have good knowledge of the law and an ability to integrate this with the commercial realities." Notable Practitioners
Chambers Global 2023
‘The partners and associates that we have worked with at Cliffe Dekker Hofmeyr have excellent business acumen and understanding which helps so much with briefing the facts of a case or detailing where legal assistance or commercial contracts are required.’
Legal 500 EMEA 2023
‘An absolutely outstanding team. They are up to speed with current legislation and relevant publications. The cross collaboration amongst their teams is evident in various requests I have sent their way. The partnerships are always great and very professional. The firm has evolved with the times and shown that its capable of working remotely and delivering a service digitally as well.’
Legal 500 EMEA 2023
Helping you from vision to fruition.
Related Expertise
Agriculture, Aquaculture & Fishing
We use our expertise across our disciplines to support our clients' growth and sustainability in the agriculture, aquaculture, and fishing sectors.
Black Economic Empowerment (BEE)
The BEE service offering is widely recognised as being one of the most knowledgeable and experienced BEE regulatory teams in South Africa.
The Companies Act
CDH is well positioned to help your company ensure compliance with the legislation. We also offer training tailored to your business needs to help you meet your obligations.
Corporate Governance
We provide a full corporate governance and regulation service within the Corporate and Commercial practice.
Listings, Stock Exchanges & Public Documents
We act for a number of top listed companies and offer a full suite of services to public companies.
Mergers & Acquisitions
CDH’s lawyers balance legal knowledge with commercial understanding to support our clients’ best interests.
Mining & Minerals
We help our clients navigate legal and administrative complexities in this key economic sector.
Oil & Gas
Our Oil and Gas team has substantial legal expertise across the value chain.
Private Equity
Experts from across our specialist practice areas advise on private equity matters.
Projects & Energy
We have an excellent understanding of the sector and use this to help clients maximise value and mitigate their risk.
Technology, Media & Telecommunications
Delivering practical legal advice and commercial solutions.