A hostile tender offer is the most dramatic occurrence in corporate life. It pits incumbent management against the insurgent who claims to be getting rid of dead wood. The target shareholders usually incur large losses when management succeeds in defeating the offer and the target remains independent. An array of defensive measures have been used as embattled managers have fought to keep their seats. The validity and effectiveness of these measures depend largely on the regulatory scheme for tender offers in the particular jurisdiction and the legal duties of the directors.

At the end of apartheid, the South African government adopted laws regulating civil society that are widely seen as “good” laws: laws designed to encourage and facilitate a thriving civil society sector. In 2019 the Ethiopian government repealed the repressive, decade-old Charities and Societies Proclamation and replaced it with a much more open and permissive regulatory system, also aimed at facilitating a thriving civil society sector. This article compares South Africa's post-apartheid civil society organization (CSO) laws with Ethiopia's 2019 law, to examine the different and overlapping ways in which these regimes attempt to advance the interests of CSOs against an historical background of state oppression. In doing so, it examines what “good” regulation of CSOs constitutes in practice and finds that there are significant limits to the effectiveness of regulatory change in addressing the many, complex problems CSOs face, especially in the wake of political and legal oppression.

The material which forms the subject matter of this article constituted a chapter of a PhD thesis presented to London University in 1980. The thesis was based largely on the answers to Kohler's questionnaire which was distributed by the German colonial authorities throughout what was then German East Africa in 1909. A recent article in the Journal of African Law describes these questionnaires in detail. Bibliographical references in the following text to the answers to the questionnaires follow the numbers assigned to them by Ankermann (1929) and used in the list in Redmayne and Rogers' article. Some answers were published at the time and these are referred to in the same way as normal bibliographical entries Some use has also been made of Post's earlier questionnaire which, together with the answers, was published under the editorship of Steinmetz (1903). Post's questionnaire was written in 1895 and distributed throughout the German colonies. The thesis dealt with land tenure and contract and so covered the field of the answers in the questionnaires dealing with those topics. It also set out a typology of African societies at the time the questionnaires were distributed, based on what could be discovered of their economic and social relations. As it turned out this typology proved rather more useful in establishing connections between economic relations and forms of land tenure than it was in establishing connections with such relations and contractual liability.

In a recent analysis of the constitutional position of Parliamentary Private Secretaries (P.P.S.s) in the United Kingdom Professor Norton concludes that they “occupy an important twilight zone between ministers and backbenchers. Though remaining among the latter, they assume certain characteristics of the former.” Mauritius, which like many Commonwealth countries has a constitutional regime largely inspired by the British model, has recently created an innovative role for P.P.S.s who operate at sub-ministerial level but are not unpaid helpers to ministers as in the U.K. It is the intention of this article to critically examine this role.

The Mauritian Constitution originally provided for a Cabinet consisting of the Prime Minister and up to 14 ministers who were all members of the Legislative Assembly, except for the Attorney-General. Under section 66 of the Constitution, the Governor General acting in accordance with the advice of the Prime Minister could appoint up to five Parliamentary Secretaries from among members of the Assembly “to assist Ministers in the performance of their duties”. Following the formation of a coalition government in 1969, the Constitution was amended so as to increase the number of Ministers to 20 and that of Parliamentary Secretaries to ten with Mauritius having a unicameral legislative assembly of 62 elected members and up to eight nominated members, the 1969 amendments enabled almost every other elected member to be appointed a Cabinet minister or Parliamentary Secretary.

This article examines the requirement of the Nigerian Investment and Securities Act, 1999 (ISA) that securities be registered prior to being offered to the public, with a view to determining the limits (boundaries) of that requirement. It shows that the boundaries can be staked out along three dimensions: items excluded from the registration requirement because they are not caught by the definition of securities under the ISA; items that qualify as securities under the ISA's definition of that term but which are exempt from registration for various policy reasons (exempt securities); and items which are exempt only because of the nature of the transactions involved rather than the nature of the securities themselves (exempt transactions). It shows that while doubts about the limits of the registration requirement exist at some points where the boundaries cannot be readily staked out without interpretive difficulties, such doubts and the points in relation to which they exist are relatively residual, except in areas where the Nigerian Securities and Exchange Commission has in its rule-making manifested a misconception of its powers under the ISA.

A victim of crime is any person who is hurt physically, mentally, financially, or economically as a result of criminal conduct. He may sustain permanent physical or mental incapacitation as a result of such conduct. His health may be impaired. His property may be permanently lost, destroyed, or damaged. His reputation in society may be irreparably damaged. His business or professional interests may be ruined. His social standing may be shattered, and this is especially true of victims of sexual offences. His family's welfare may also be dealt a heavy blow, and this is especially so where he or she dies or where his or her ability to support them is diminished or totally extinguished. For the most part, the victim is innocent, going about his activities lawfully and peacefully.

The 1994 Malawian Constitution is unique in that it, among other things, recognizes administrative justice as a fundamental right and articulates the notion of constitutional supremacy. This right and the idea of constitutional supremacy have important implications for Malawi's administrative law, which was hitherto based on the common law inherited from Britain. This article highlights the difficulties that Malawian courts have faced in reconciling the right to administrative justice as protected under the new constitution with the common law. In doing so, it offers some insights into what the constitutionalization of administrative justice means for Malawian administrative law. It is argued that the constitution has altered the basis and grounds for judicial review so fundamentally that the Malawian legal system's marriage to the English common law can be regarded as having irretrievably broken down as far as administrative law is concerned.

This article examines the framework of Nigeria's local content laws and policy, and the implications for sustainable development. The legislation is geared towards safeguarding local productivity and aiding the progressive aspirations of Nigeria's citizens. While commendable in principle, there have been questions about policy articulation, implementation and enforcement mechanisms, especially with regard to the Sustainable Development Goals. The article examines the local content legislation in Nigeria, and how policies have shaped the community-corporate nexus. This exposes the challenges facing extractive resource governance in a jurisdiction such as Nigeria and the discourses that have permeated legal scholarship on the practical deference to local content by non-state actors. It considers that well designed and implemented local content requirements are catalysts for structural development. To achieve sustainable development of its extractive sector, Nigeria requires state-led determination to stimulate economic growth and development. The article argues for continuous consultation as a bedrock for meaningful engagement.

This article is concerned with the application of the doctrines of equity by the courts in East Africa. “Equity” is used in two main ways in the laws of Commonwealth Africa: firstly, the courts were directed to apply the doctrines of equity;2 secondly, the courts were commonly directed to exclude indigenous laws if they were repugnant to “natural justice, equity and good conscience”.3 Sometimes it is used in a broad sense—“justice, equity and good conscience” is to be applied in resolving cases for which there is no other available rule. This article is concerned with the first meaning, equity in the technical, rather than the general, sense,4 with the circumstances in which the courts have applied the doctrines of equity (although it will be seen that the boundary between technical equity and equity in the sense of natural justice is notas rigid as is sometimes supposed). 5

The Wills and Inheritance Act,1 passed by the Malawi Parliament in November, 1967, is an attempt to provide a comprehensive scheme of interlocking succession provisions applicable to members of all racial groups. This is an ambitious objective and there is little need to stress here the numerous difficulties which stand in the way of its attainment. The greatest of these difficulties is to formulate a set of rules for those persons hitherto subject to diverse systems of customary law. Here the need is not only for a scheme which strikesan acceptable balance between the contemporary demands of the customary heirs and those of the immediate family, but also for one which is sufficiently flexible to accommodate the further changes which are bound to take place. Preferably the new rules will also be effective to guide future developments along lines which are deemed to be socially desirable. A further difficulty is to combine with this scheme the rules applicable to those persons who were not previously subject to customary law. Lastly, the system as a whole must be simple enough, in the case of small estates at least, to be administered in the Local Courts. It is against these requirements that the new Act will be measured in this note.

The United Nations is entering the third development decade designated by a resolution which is part of the series now consisting of three texts which have guided the efforts of the United Nations over the last 20 years. The present document took a long time to produce and was the object of particular care and attention. The General Assembly resolution of 17 December, 1977, provided that:

— all negotiations should be conducted within the framework of U.N. institutions

— an extraordinary session of the General Assembly should be held in 1980 to assess and to identify the new strategy for development

— a plenary committee should be established, open to all member states, to prepare for the meeting of the Extraordinary Session in 1980.

On the one hand the third decade was to open “global negotiation” and the plenary committee was to prepare the ground for these negotiations; on the other hand, a committee was to devise the new strategy and to present it to the Eleventh Special Session. Those were the two aims; and the Group of 77 were determined to link them in a single ten-year-plan, in what is called in the U.N. terminology a ten years strategy. Three of these strategies have been adopted so far. The General Assembly in its resolutions A/1710 (XVI) and A/1715 (XVI), 19 December, 1961, declared the period 1960–70 the first U.N. Decade of development: a period in which special efforts should be made by all, in favour of those who live in the less developed countries.

Since the day when, in my first year of teaching, I found myself trying to explain the feudal origins of trover to a puzzled class of Sudanese students, I have had occasional flickers of doubt whether the English law of torts has been one of Britain's most appropriate colonial legacies. One journey down the Lagos-Ibadan road should suffice to raise questions about the suitability of the common-law action for negligence as an instrument for compensating for or reducing road accidents in Nigeria; while the amount of damages awarded in some East African personal injuries actions, like the Mercedes Benz, contrasts sharply with the general living standards of the vast majority of the local population. Nevertheless the distinction between libel and slander, and between aggravated and punitive damages, and even some survivals from the Year Books have found their way into the law reports and treatises of some African jurisdictions. The elegant generalities of civilian doctrines of extra-contractual obligation seem, not surprisingly, to have made the transition to warmer climates more smoothly.

From the evidence of the minute paper which preceded the drafting of the first African reception statute, it may be asserted that the intendment of the Colonial Office officials was:

(1) that the limiting date in the statute was to apply as well to the common law and the doctrines of equity as to the statutes of general application;

(2) that the phrase “Imperial Laws”, refers as well to the common law and doctrines of equity as to the statutes of general application, so that the West African courts were granted a plenitude of power to determine the applicability to local conditions of judge-made law as well as legislation.

It is difficult, however, to determine the intendent of the phrase, “statutes of general application”, in the premises.

In the closing paragraph of his inaugural lecture Law and Language, Professor Allott referred to what he termed “a daunting obstacle” to the intensive study of African legal systems.

That obstacle is the rapid disappearance, before our very eyes, of the traditional systems that we have proposed to study. A generation ago there would not have been that difficulty; but today the traditional tribunals have vanished in many African countries where their place has been taken by statutory local courts. Even where the traditional courts appear to have survived, at least in name, they are usually affected by the impact of western law and institutions and of central government control.

Those words were written in 1965. How true and necessary they were is shown by the fact that more than fifty years previously—even more than “a generation ago”—the impact of “western” influences upon the Tswana peoples of the Bechuanaland Protectorate (now the Republic of Botswana) had already led to many changes in the indigenous legal system, although, at that time, the “traditional courts” still survived virtually intact and not merely “in name”.

The nature and extent of those changes can be readily ascertained by the fortunate chance that, there are still available the records of approximately 470 cases tried, over a period of six and a half years, in the highest traditional court of the Ngwaketse, a major Tswana chiefdom.

Global regulators acknowledge the negative economic impact linked to insider dealing and have devised diverse regulatory frameworks aimed at minimizing its prevalence. Although their strategies differ, policy-makers realise that, with the inevitable internationalization of securities markets, the probability of cross-border insider trading escalates. With a view to providing a platform for regulatory re-examination and reform, this article discusses the divergent approaches that the United States and South Africa have adopted to counter the challenge of pervasive insider dealing. A paradox manifested with the US experience is that, while its theoretical prohibition of insider dealing is widely criticized as inadequate and inconsistent, robust enforcement has nonetheless led to strong institutions and a superior financial markets regime. The article concludes that the attainment of safer financial markets does not depend on the mere existence of superior proscriptions. Rather, it is the effective supervision of the sector and robust enforcement of those laws that enhance deterrence and ensure compliance.