JSE simplifies listings requirements
These are organised into a more intuitive structure and introduce substantive changes
By DORON JOFFE, SANJAY KASSEN & NKOSI TSHABALALA ENS
The JSE s long-running Simplification Project is now live. The fully rewritten Listings Requirements (LR) took effect on January 13 2026, replacing the previous rulebook with a framework that is about half its former length. The new LR are reorganised into a more intuitive structure, with much of the administrative content moved online and introduce a number of substantive changes for issuers. Below is a high-level overview of some of the most material updates.
Lower shareholder approval thresholds
Several corporate actions now require approval by simple majority rather than the previous 75% threshold. This includes specific and general issues for cash, specific and general repurchases, and sub-floor pricing in vendor consideration placings.
Independent fairness opinions are no longer mandatory for:
● Specific issues for cash to related parties;
● Specific repurchases from related parties; or
● Related party transactions more generally. Instead, independent directors must provide fairness statements, with an external expert opinion only required if expressly mandated or if the board elects to obtain one.
Clearer transaction categorisation
The LR clarify that all categorisation percentages must be calculated before transaction terms are announced, and that treasury shares must be excluded from all calculations. The rules for measuring consideration relative to market capitalisation, dilution and mixed cash/share transactions have also been streamlined.
Targeted reforms for property entities
● Higher Category 2 threshold
Property transactions will now only trigger a Category 2 treatment at 10% (previously 5%).
Modernised disclosure
Portfolio disclosure has moved to a principlesbased approach, replacing detailed, itemised requirements. Tenant disclosures now follow a risk-based model rather than the former A/B/C classification system.
Narrower valuation requirements
Independent valuation reports are now required only for:
● New listings (on significant properties); and
● Category 1 transactions (on the property being acquired or disposed of).
A report is not needed where:
● 12 months of historical or forecast rental data is available;
● The average vacancy level is below 10%; and
● At least 90% of rental income is derived from tenants unrelated to the issuer or its subsidiaries.
Updated Reit gearing test
The 60% gearing cap for Reits is retained, but the test has been reworded: directors must now
confirm that the Reit s gearing ratio (total consolidated liabilities divided by total consolidated assets) does not exceed 60%, based on either the most recent audited or reviewed financial statements, or a pro forma statement of financial position where this reflects more current information.
Mandatory fit-and-proper assessments
Boards must formally assess all prospective directors before nomination or appointment (including casual vacancies) and must conduct independent background and qualification checks.
Main board applicants now only need to demonstrate control over a majority of their assets for 12 months, reduced from the previous three-year track record
Broader director integrity disclosures
The scope of the director s declaration has been expanded to include additional integrity matters. Any disclosed integrity issues must be announced within one business day, failing which a negative statement must be published.
Enhanced remuneration-related disclosures
Issuers must continue to seek nonbinding shareholder votes on remuneration policies and implementation reports. Where 25% or more of shareholders voted against either item, the issuer must disclose: In the voting results announcement, how it
intends to engage with dissenting shareholders (including an invitation to engage and details on the process and timing); and
In the next annual report, who it engaged with, how the engagement was conducted (manner and form) and what concrete steps were taken to address shareholder concerns.
In a further change, main board applicants now only need to demonstrate control over a majority of their assets for 12 months, reduced from the previous three-year track record.
Shorter track record for fast-track secondary listings
Previously, an issuer could only qualify for a fasttrack secondary listing on the JSE if its securities had been primarily listed and actively traded on an accredited exchange for at least 18 months. This requirement has been reduced from 18 to 12 months.
Meanwhile, the PLS disclosure framework has been aligned with the prospectus disclosure requirements under the Companies Act, 2008 and Companies Regulations, 2011, removing duplication and simplifying compliance.
Furthermore, only two years of historical financial information (down from three) are now required on:
Category 1 transaction subjects; and Subjects of significant acquisitions or disposals by new applicants or Category 1 transaction subjects.
New applicants issuing a PLS must still provide three years of historical financial information.
In another change, the definition of a pyramid company has been refined: a company must now also be unable to demonstrate a meaningful standalone business or one that could qualify for listing on its own. New pyramid companies may no longer be listed. Existing pyramid companies that fall within the revised definition must notify the JSE immediately and are afforded a two-year remedy period.
Coida overhaul: what employers need to know
By JONATHAN GOLDBERG & JOHN BOTHA Global Business Solutions
The Compensation for Occupational Injuries and Diseases Act (Coida) is moving from a system that simply pays out after an injury to one that expects employers to help employees heal, adapt and return to meaningful work.
From January 23 2026, this shift became very real in day-to-day HR, incapacity and health and safety practice.
The amendments now define rehabilitation broadly. It is not just medical treatment but a combination of clinical care, vocational support and social reintegration that is aimed at getting an injured or ill worker back into work where it is reasonable and practicable.
This brings a clear statutory duty for employers to facilitate rehabilitation and reintegration, which means that before thinking about terminating for incapacity, an employer will be expected to show how it explored phased return to work, job modifications, assistive devices or redeployment. Internal incapacity enquiries that ignore these new duties will increasingly look out of step with the law s expectations.
At the same time, the boundaries of in the course of employment” are widening in ways that directly affect risk. Injuries during employerprovided transport and at employer-organised training events are now clearly within Coida s scope, so a crash in a company bus or an accident at an offsite training day is no longer a grey area but a compensable incident.
The old notion that benefits could be denied because the employee was guilty of serious and wilful misconduct has been stripped out. This underscores Coida s character as a no-fault system, meaning that even if misconduct and injury coincide, the focus moves back to compensation and rehabilitation, not exclusion.
Perhaps the most powerful signal of the new direction is the explicit recognition of posttraumatic stress disorder as an occupational disease. In sectors that regularly confront trauma from security and emergency services to health that is care and retail exposed to armed robberies psychological injury is now firmly part of the statutory picture. Employers will need to factor PTSD into risk assessments, post-incident protocols and incapacity processes, offering early access to counselling and mental health care, and treating psychological limitations as seriously as physical ones when planning return to work.
Stricter enforcement
On top of everything else, employers are now facing stricter enforcement of the rules. Inspectors can investigate workplaces, order employers to comply with the law, and take them to the labour court if they fail to meet their Coida obligations, especially when they don’t properly support injured workers rehabilitation and return to work. From April 2026, administrative penalties and potential rebates for employers who actively support temporary disability rehabilitation will make it financially obvious who is embracing the new model and who is lagging behind.
The employers who treat rehabilitation, reintegration and mental wellbeing as a strategic part of their business, rather than a burden, will be the ones who manage risk best and retain the most value from their people after injury or illness.
Budget unusual: relative relief for ordinary taxpayers
This year’s iteration defined by cautious consolidation, while the long-term focus remains debt stabilisation and expenditure discipline
By DAWID OOSTHUIZEN AJM
This year s budget can, in broad terms, be viewed in a far more positive light than those presented in recent years.
After several cycles of tax increases, bracket creep and muted economic growth, the latest fiscal framework offers something unusual: relative relief for ordinary taxpayers.
Inflation-related adjustments to personal income tax brackets are intended to cushion households from the full force of rising prices. At a time when disposable income has been under sustained pressure, the decision not to impose additional direct tax burdens on individuals signals a shift toward consolidation rather than extraction. For many South Africans, that alone marks a welcome change.
Yet this improved fiscal posture did not materialise in isolation.
Higher-than-expected tax revenues over the past year have significantly strengthened the state’s revenue position. Much of this upside is attributable to the commodity boom and a firmer rand, which supported corporate profitability and import values. As a result, collections from VAT, corporate income tax and dividends tax exceeded projections, pushing gross tax revenue beyond the R2-trillion mark for the first time.
Tangible policy consequences
This revenue overrun has had tangible policy consequences. It has absorbed potential shortfalls that last year were expected to be addressed through more controversial measures including a proposed VAT increase, the scrapping of certain
medical tax credits and the continued reliance on stealth taxation through bracket creep. In that sense, macroeconomic tailwinds have bought fiscal breathing room.
The central fiscal objective, however, remains unchanged: stabilising government debt at about 79% of GDP and gradually reducing that ratio over the remainder of the decade. Debt sustainability remains the defining constraint of South Africa’s public finances.
To this end, government has identified several structural initiatives. The Targeted and Responsible Savings (Tars) initiative seeks to
improve spending efficiency. There is a stated intention to alter the composition of expenditure by containing the public-service wage bill while increasing allocations toward capital investment.
In addition, Treasury has committed to embedding a principles-led fiscal anchor to entrench sustainable public finances.
Whether containing the public-service wage bill is politically and practically achievable remains an open question. Compensation of employees continues to represent a significant portion of consolidated expenditure, and past efforts at moderation have encountered resistance. The concept of a fiscal “anchor” deserves closer attention. Rather than imposing rigid numerical debt ceilings, the proposed framework is principles-based. It aims to ensure that sufficient resources remain available for
constitutionally mandated priorities health, education, water, housing and other socioeconomic rights while preventing debtservice costs from crowding out productive expenditure.
Debt-service costs and the social wage consume an ever-growing share of revenue, limiting the state s capacity to invest in infrastructure and economic development. South Africa’s infrastructure decline makes this trade-off particularly stark. Encouraging a disciplined but flexible fiscal framework may therefore be preferable to arbitrary debt thresholds that ignore domestic realities.
Containing government debt is also intrinsically linked to inflation management and macroeconomic stability. Rising debt levels elevate borrowing costs and can exert pressure on monetary policy. In that respect, the budget signals a commitment to macroeconomic prudence.
Notably, however, relatively few of the measures announced have direct implications for business beyond the broader stability narrative. Corporate tax structures remain largely unchanged, and no sweeping reforms were introduced.
In summary, this is a budget defined less by dramatic reform and more by cautious consolidation. Revenue windfalls have created space to avoid further immediate tax burdens on individuals, while the long-term focus remains debt stabilisation and expenditure discipline. The sustainability of this approach will ultimately depend less on favourable commodity cycles and more on structural economic growth and credible spending restraint.
Containing government debt is also intrinsically linked to inflation management and macroeconomic stability
Assertive, technology-enabled approach to enforcement
By BAKER MCKENZIE SOUTH AFRICA Tax team
South Africa s 2026 Budget Review largely confirms our pre-budget expectation of stability on headline rates, coupled with a more assertive, technology enabled approach to administration and enforcement.
The policy choices reflect a careful balancing act. National Treasury has avoided measures that would be perceived as materially inflationary or anti-investment, while relying on targeted technical amendments and improved collection efficiency to support revenue.
A central feature of the budget is the continued modernisation of the tax administration system, with value-added tax reform offering a practical example of how this is expected to unfold. The proposed simplification of VAT compliance systems and the removal of differing filing and payment deadlines between eFilers and noneFilers point to a standardised, more predictable regime.
The budget also reflects a sharper response on illicit trade and fraud risks, with the secondhand goods market clearly in focus. The proposed introduction of more stringent documentary requirements aims to combat fraudulent notional input tax deductions under the VAT Act. This development is especially relevant to sectors with significant second-hand trade.
Cross-border issues remain a prominent area of reform and attention, reflecting both the reality of mobile capital and the South African Revenue Service s (Sars) increasing capability to analyse cross-border activity.
The planned move to bring crypto assets within the exchange control net through amendments to the Exchange Control Regulations under the Currency and Exchanges Act represents a material shift in how crypto will be treated within South Africa s capital flows management framework.
Regulatory perimeter
It complements the broader regulatory trajectory that has already placed crypto within the financial sector regulatory perimeter through licensing and market conduct requirements, and through the designation of crypto asset service providers as accountable institutions subject to anti-money laundering and counterterrorism financing supervision.
Carbon tax measures continue to move from policy design into more operationally defined compliance requirements. The proposal replaces the capacity based threshold for certain
commercial and institutional activities with an emissions threshold of 25,000 tonnes of carbon dioxide equivalent and is effective as of January 1 2026.
Proposed amendments to the Customs and Excise Act to facilitate the administration of carbon tax refunds over a longer prescription period indicate an effort to improve the functioning of the regime and provide greater administrative certainty. For affected taxpayers, these developments reinforce the importance of emissions data integrity, auditability and governance, particularly as carbon tax compliance increasingly interacts with broader sustainability reporting expectations.
The budget also signals a continued focus on encouraging regularisation in a more assertive enforcement environment through refinements to the voluntary disclosure framework. The proposal to permit applicants for voluntary disclosure relief to apply simultaneously for remission of interest in respect of defaults disclosed in a voluntary disclosure application, with effect from March 1 2026, reflects an attempt to improve the fairness and functionality of the regime. In an environment where Sars s detection capability is expanding, this type of refinement is significant because it preserves the attractiveness of voluntary disclosure as a risk management tool for taxpayers with historic exposures.
Time to reinforce whistleblower safeguards
South Africa has a Protected Disclosures Act which protects whistleblower employees against what is called “occupational detriment” if they reveal unlawful or irregular conduct by their employer or fellow workers.
The long preamble to the act includes a statement that criminal and other irregular conduct in organs of state and private bodies are detrimental to good, effective, accountable and transparent governance, can endanger the economic stability of the country, and can have a potential to cause social damage. That has become more accurate than ever.
Protection against occupational detriment may have been enough in the year 2000 when the legislation was passed but is no longer enough. The possible consequences of being a whistleblower have become far more serious than that.
The Law of Evidence Amendment Act of 1988 permits the introduction of hearsay evidence into criminal proceedings. Hearsay evidence is
evidence whose value depends on the credibility of a person other than the person giving the evidence in court. Evidence can be introduced into criminal proceedings even though the whistleblower who provided the evidence is not present to do so personally. The court has a broad discretion to admit the evidence and decide on its value. The discretion includes testing the value of the evidence, having regard to the reasons why it cannot be given by the witness themselves, and considering any other factor which the court feels should be taken into account.
Whenever evidence of major corruption is revealed by a whistleblower, that person should be protected and taken in front of a judge experienced or trained specifically for the purpose so that a fully detailed and signed statement of the facts can be taken. The entire interview must be filmed and the evidence immediately stored electronically in a safe place. Both the written statement and the recorded interview can later be offered as evidence.
PATRICK BRACHER COLUMNIST
Investigative journalists seem to be able to get to the bottom of things. Why not the detectives and prosecutors?
Many whistleblowers do not have direct evidence of money passing hands or other real-time corruption. They are usually aware of corrupt transactions which have been taking
place and can point to when the evidence will be found. Once the details of the crooked transactions are known, the authorities can follow the money and find the source, path and destination of the funds and those responsible.
The value of the hearsay evidence, and the admission of the evidence in court, will be greater if it is backed by supporting evidence in revealed documents relating to the corrupt transactions and the movement of money. Investigative journalists seem to be able to get to the bottom of things. Why not the detectives and prosecutors?
This kind of hearsay evidence will not be much use in relation to corrupt statements or admissions made by people transacting corruptly. It will not be much use in regard, for instance, to evidence that someone saw a bag of money being put in the boot of a car. If the witness is not present, a denial will be difficult to refute. However, proper forensic investigation of the whistleblower’s allegations will reveal the supporting
evidence and documents to prove those crimes that we constantly read about but never see followed up in court proceedings. The more the supporting evidence the less the accused can claim prejudice when faced with hearsay evidence.
The courts have held the admission of hearsay evidence under the 1988 act is in line with our constitution. The checks and balances of criminal proceedings and the right of appeal will secure the importance of a fair trial. None of these ideas guarantees the personal safety of whistleblowers, especially those attacked on the grounds of vengeance rather than silence. However, knowledge by the criminals that the evidence will always be there to be used against them, plus convictions based partly on hearsay evidence, will undoubtedly help. It is not the solution.
The state is still bound to protect whistleblowers from physical harm. But we need all the tools we can get to protect the honest against the dishonest.
Finance minister Enoch Godongwana delivers his 2026 budget speech in Cape Town. Reuters
IN YOUR COURT
Constitution, Paja and the law: how they fit
In an important judgment from the Constitutional Court of South Africa, namely Bato Star Fishing (Pty) Ltd v The Minister of Environmental Affairs and Tourism & Others CCT27/03, O’Regan J was required to deal with, inter alia, the question of the relationship between the common law grounds of review and the constitution.
In coming to his decision in this regard, O’Regan J referred to Pharmaceutical Manufacturers Association of SA & Another: in re ex parte President of the Republic of South Africa & Others 2000 (2) SA 674 (CC), in which case a unanimous court made the following findings.
First, under our new constitutional order the control of public power is always a constitutional matter.
Second, there are not two systems of law regulating administrative action the common law and the constitution but only one system of law grounded in the constitution.
Third, the court’s power to review administrative action no longer flows directly from the common law but from the Promotion of Administrative Justice Act, No 3 of 2000 (Paja) and the constitution itself.
Fourth, the grundnorm (basic norm) of administrative law is now to be found, in the first place, not in the doctrine of ultra vires (beyond the law), nor in the doctrine of parliamentary sovereignty, nor in the common law itself, but in the principles of the constitution.
Finally, the common law informs the provisions of Paja and the constitution, and derives its force from the latter.
Having set out the above points, O Regan J then summarised the situation regarding the use of the common law when dealing with reviews of administrative actions. He states that:
The extent to which the common law remains relevant to administrative review will have to be developed on a case-by-case basis as the courts interpret and apply the provisions of Paja and the constitution” (my underlining).
O Regan J then proceeded to set out the relevant provisions of the constitution and Paja, as follows:
Section 33 of the constitution provides that:
(1) Everyone has the right to administrative action that is lawful, reasonable and procedurally fair.
(2) Everyone whose rights have been adversely affected by administrative action has the right to be given written reasons.
(3) National legislation must be enacted to give effect to these rights, and must
(a) Provide for the review of administrative action by a court or, where appropriate, an independent and impartial tribunal;
(b) Impose a duty on the state to give effect to the rights in subsections (1) and (2);
and
(c) Promote an efficient administration.
Before quoting Section 6 of Paja, O Regan J highlighted the significance of the long title of Paja, namely:
“To give effect to the right of administrative action that is lawful, reasonable and procedurally fair and to the right to written reasons for administrative action as contemplated in Section 33 of the constitution …” (my underlining).
The judge then proceeded to quote Section 6 of Paja, the relevant portions thereof for the purposes of this article being as set out hereafter:
(1) Any person may institute proceedings in a court or a tribunal for the judicial review of an administrative action.
(2) A court or tribunal has the power to judicially review an administrative action if (a) the administrator who took it
(i) Was not authorised to do so by the empowering provision;
(ii) Acted under a delegation of power which was not authorised by the empowering provision; or
(iii) Was biased or reasonably suspected of bias;
(b) A mandatory and material procedure or condition prescribed by an empowering provision was not complied with;
(c) The action was procedurally unfair;
(d) The action was materially influenced by an error of law;
(e) The action was taken
(i) For a reason not authorised by the empowering provision;
(ii) For an ulterior purpose or motive;
(iii) Because irrelevant considerations were taken into account or relevant considerations were not considered;
(iv) Because of the unauthorised or unwarranted dictates of another person or body;
(v) In bad faith; or
(vi) Arbitrarily or capriciously;
(f) the action itself
(i) Contravenes a law or is not authorised by the empowering provision; or
(ii) Is not rationally connected to
(aa) The purpose for which it was taken;
(bb) The purpose of the empowering provision;
(cc) The information before the administrator; or
(dd) The reasons given for it by the administrator;
(g) The action concerned consists of a failure to take a decision;
(h) The exercise of the power or the performance of the function authorised by the empowering provision, in pursuance of which the administrative action was purportedly taken, is so unreasonable that no reasonable person could have so exercised the power or performed the
PETER BLANCKENBERG COLUMNIST
function; or
(i) The action is otherwise unconstitutional or unlawful.
These provisions, O’Regan J held, divulged a clear purpose to codify the grounds of judicial review of administrative action as defined in Paja. In short, the court held that the cause of action for a judicial review of administrative action now arises from Paja, and not from the common law, and that the authority of Paja to ground such causes of action rest squarely on the constitution.
The judge concluded that as Paja gives effect to Section 33 of the constitution, matters relating to the interpretation and application of Paja will necessarily be constitutional matters.
The judgments issued in both Pharmaceutical Manufacturers Association of SA and Bato Star Fishing (Pty) Ltd have brought clarity to our law regarding the hierarchy of application of the three sources of law in respect of those matters requiring administrative review.
Section 33 of the constitution is obviously supreme; Paja follows in direct support of and in extension of Section 33; and, finally, the common law brings up the rear, providing a means of interpretation of both the constitution and Paja, extending into the future. This clarity is to be welcomed.
-Peter Blanckenberg is a Director at Blanckenberg & Associates Inc.
SA implements 13th edition of Nice Classification
By MARCELLE SAMONS & ALICIA VAN DER WALT
Adams & Adams
South Africa has officially adopted the 13th Edition of the Nice Classification (NCL 13-26) with effect from January 1 2026, following its implementation by the World Intellectual Property Office on the same date.
The Companies and Intellectual Property Commission gave notice to this effect through Practice Note 3 of 2025, published on December 9 2025, which provides that the updated classification applies to all trademark specifications from January 1 2026.
The 13th Edition introduces changes across numerous classes, including additions, deletions and refinements in wording, generally to better reflect the intended purpose of the goods or services.
One of the most notable changes concerns essential oils, which no longer fall squarely within class 03. Instead, the classification thereof now depends on their purpose. Essential oils for cosmetic use remain in class 03, while oils for medical or pharmaceutical purposes fall within class 05 and the phrase “other than essential oils” has now been removed from class 05 indications. Essential oils used as ingredients in the manufacture of cosmetics or pharmaceuticals fall under class 01. The phrase “other than essential oils” has now been removed from classes 30 and 34, and flavouring used as food or beverage (whether oils or not) are classified in class 30, and those intended for tobacco flavouring (whether oils or not) are part of class 34.
Other changes include the deletion of eyewear from class 09 and the movement of optical products such as eyeglasses, contact lenses, sunglasses and eyeglass cases from class 09 to class 10, which covers medical apparatus and articles. This narrows the scope of the notoriously broad class 09 and aligns the classification of these goods with their functional purpose. Interestingly, also concerning the optician field, spectacle and eyeglass repair and maintenance have been added to class 37.
Other articles were also transferred from class 09 to other classes, further limiting the ambit of class 09. Nose clips for swimmers have similarly moved from class 09 to class 10, as its purpose and nature arguably align more closely to medical apparatus and articles than with the scientific, technological or safety-related articles typically falling in class 09. Fire engines and trucks are no longer part of class 09 as well, and are now classified in class 12, which is sensible as class 12 covers vehicles.
Electrically heated clothing now falls within the broader clothing category and has shifted from class 11 to class 25. Umbrella and parasol ribs are no longer recorded as such in class 18 but are now described as umbrellas and parasols being small portable goods for protection against weather conditions ribs for hand-held umbrellas or parasols” and “handheld parasols”. Accordingly,
Adoption ensures SA remains harmonised with international standards
patio umbrellas, which are neither small nor intended to be handheld, have been added to class 22, including nets, tents and tarpaulins and awnings, among other things. In the services classes, a timely addition pertains to smash rooms and rage rooms, which falls under class 41 for entertainment purposes. Another forward-looking addition pertains to artificial intelligence as a service (AIaaS) in class 42. The adoption of the 13th Edition of the Nice Classification (NCL 13-26) ensures that South Africa remains harmonised with international standards, providing clarity for brand owners and trademark prosecution teams, specifically those with multinational interests. On the other hand, these changes may require reclassification, trademark portfolio audits and broader suites of classes for search purposes. Overall, these changes, however, seem to reflect a more purpose-driven approach to classification.
Wake-up call for SA’s legal profession
Lawyers must ensure transparency, fairness, ethical safeguards and proper oversight when using AI
By JOHAN STEYN AIFORBUSINESS.NET
As a consultant and trainer, I lead AI implementations and frequently collaborate with the leadership of large corporations.
Over the past year, I have spent considerable time with law firms, helping them to automate their back-office processes, prepare for court cases and streamline client consultations. One question keeps coming up: can we use ChatGPT? They often refer to the recent headlines cases where firms have faced tremendous embarrassment and even regulatory scrutiny. The ethical use of AI platforms matters in every industry, but nowhere is it more critical than in the legal profession.
When innovation meets the bench
Two recent South African cases have exposed the dangers of using generative AI without proper oversight. In Mavundla v MEC for Co-operative Governance and Traditional Affairs (KZN), a legal team submitted court papers containing nine case citations, seven of which were fabricated, apparently by an AI tool. The presiding judge described the conduct as “irresponsible and downright unprofessional and referred the matter to the Legal Practice Council.
A similar controversy followed in Northbound Processing (Pty) Ltd v South African Diamond and Precious Metals Regulator. The applicant’s lawyers had relied on an AI platform called Legal Genius , which generated nonexistent authorities. Acting Judge Smit admonished the firm and also referred the case to the regulator.
South African judges have made their
expectations clear: AI can assist research, but it cannot replace human verification or professional accountability.
Ethics before efficiency
The debate extends well beyond South Africa.
LexisNexis warns that lawyers must ensure transparency, fairness and proper oversight when using AI. Thomson Reuters likewise stresses that practitioners remain responsible for verifying outputs before relying on them. In its AI for Lawyers report, Clio reminds firms that data protection, bias mitigation and client confidentiality are not optional.
Closer to home, Van Deventers & Van Deventers argued in The Impact of AI on the South African Legal System and Its Ethics that AI could enhance the rule of law provided ethical safeguards and verification processes are integrated into daily practice.
Law and regulation: a patchwork approach
At present, South Africa has no dedicated AI statute. Instead, lawyers must interpret a mosaic of existing laws: the Protection of Personal Information Act (Popia), the Consumer Protection Act, the Electronic Communications and Transactions Act, and the Competition Act. The communications & digital technologies department is finalising a National AI Policy Framework but, as many experts have noted, regulatory progress lags the explosive growth of generative AI tools in legal practice. Many within the profession are now calling for clear ethical codes, training standards and statutory guidance.
Beyond the hype
The analysis published by HS & F Kramer, The Pitfalls of AI in Legal Research, captures the central problem: too many practitioners see AI as
a shortcut rather than a support tool. As African Law Business noted in its commentary on Africa s emerging AI Declaration, there is optimism about innovation but persistent uncertainty around liability, intellectual property and cross-border regulation. South Africa s recent experience shows that ethics cannot be postponed until after harm occurs.
Unchecked models can reproduce bias or misinformation. Overreliance on unverified outputs undermines trust in legal reasoning itself.
Towards responsible practice
AI should never be treated as an authority in itself.
Law firms must foster a culture of responsible innovation that combines digital literacy with enduring ethical standards.
Organisations should adopt internal AIgovernance frameworks that define acceptable use, outline data-protection measures and require human verification of all AI-assisted work.
Continuous training is vital not only to understand how AI systems operate, but to recognise their limits. The law’s strength lies in integrity, evidence and human judgment values that no machine can replicate. The legal community stands at a crossroads: it can lead in building a responsible AI culture or risk letting automation erode the credibility on which justice depends.
AI will undoubtedly reshape the legal landscape. Whether it elevates or undermines it will depend on how wisely and how ethically we choose to use it.
-Steyn, a human-centred AI advocate and thought leader, is the founder of AIforBusiness.net.
Can use of an email address be trademark infringement?
By CRAIG SHAPIRO ENS
Twins Import and Export (Pty) Ltd v Marinov & AI Sky CCTwins Import and Export (Pty) Ltd (Twins), a company operating in the agricultural products market, is the registered proprietor of the trademark MAXGROWPLUS
Following the termination of their distribution agreement with Twins, Ivan Pashev Marinov and AI Sky CC (the respondents) allegedly engaged in a series of questionable activities. These included using the MAXGROWPLUS trademark in email communications and on social media platforms, decanting and relabelling Twins’ products without authorisation, and circulating statements to customers describing Twins products as unregistered and illegal
This conduct came to Twins attention through correspondence received on September 16 2025, prompting the company to launch urgent proceedings just three days later.
Key legal issues
● Whether the respondents conduct constituted trademark infringement.
● Whether the statements made by the respondents concerning the legality and registration status of Twins products constituted actionable injurious falsehoods.
Findings
The court found that Twins had established all the requirements for interim relief. The respondents’ own admissions, that they used an email address incorporating the mark, repackaged Twins goods
and printed unauthorised labels reflecting the MAXGROWPLUS mark constituted explicit acts of trademark infringement.
Regarding the injurious falsehoods, the court found that the respondents had actively solicited customer complaints and described Twins products as not registered and not legal for sale . Rather than distancing themselves from these statements, the respondents repeated them in their answering papers, thereby confirming their defamatory nature.
The court interdicted the respondents from using the MAXGROWPLUS mark or any confusingly similar mark, restrained them from making false, misleading or disparaging statements about Twins or its products, and ordered delivery up of all infringing goods, labels, packaging and promotional materials.
VIEWPOINT AFRICA
Takeaways
● Secure your trademark registrations. The existence of registered trademarks was fundamental to Twins’ success. Section 34(1)(a) of the Trade Marks Act provides powerful remedies for proprietors of registered marks. If your brand is not registered, you should consider doing so without delay.
● Act swiftly to protect your brand. Twins launched proceedings within three days of discovering the infringing conduct. This prompt response was crucial in establishing urgency and obtaining interim relief.
● Document everything. Twins was able to produce correspondence, screenshots and other evidence demonstrating the respondents’ conduct. Courts require evidence. Proper record-keeping can make or break a case.
Evolution of trademark litigation in Zambia
By NONTANDO TUSI & ANDILE MAKARINGE Adams & Adams
The coming into operation of Zambia s Trade Marks
Act No 11 of 2023 on December 26 2025 marks a significant shift not only in trademark registration practice, but also in the litigation and enforcement landscape.
By repealing the Trade Marks Act (Chapter 401) of 1958, the new legislation modernises substantive rights, procedural mechanisms and available remedies, bringing Zambia closer to international norms and materially altering how trademark disputes will be litigated going forward. While new regulations are still awaited and the Registry continues to rely on the 1994 Regulations, the act is fully in force. Litigants and rights holders must therefore already adapt their enforcement strategies to the expanded causes of action, clearer statutory standards and enhanced remedies introduced by the new framework.
Recognition of service marks
One of the most consequential changes from a litigation perspective is the formal recognition of service marks. Under the previous regime, enforcement relating to services was often indirect, relying on registrations in related goods classes, arguments based on bad faith or well-known rights.
The act now allows direct enforcement of registered service marks, resulting in key changes in trademark enforcement in Zambia.
One of the more notable changes predicted is an increase in opposition and cancellation proceedings involving service marks, particularly where third parties have moved quickly to file in newly available service classes, often faster than the true trademark proprietor. An influx of cases involving trademark filching may result.
It is also likely that we will see more straightforward infringement actions (where service marks are involved), as
proprietors can now rely on service specific statutory rights rather than attempting to stretch trademark registrations that were previously limited solely to goods.
Given that Zambia remains a firstto-file jurisdiction, disputes over ownership and entitlement to service marks are likely to feature prominently in early litigation under the act.
Protection of well-known marks
The new act now provides express statutory recognition of well-known trademarks, strengthening the position of foreign and national brand owners in enforcement proceedings. From a litigation standpoint, this may lower the evidentiary burden of proof previously faced when attempting to prevent the registration or use of confusingly similar marks in Zambia in the absence of a prior registered right. Litigants can now rely directly on statutory provisions to oppose, cancel or restrain the use of marks that conflict with well-known marks, even where no local registration exists. This is likely to increase both oppositions and court-based enforcement actions grounded in reputation and market recognition.
Nontraditional marks and new categories of rights
By expanding the definition of what constitutes a trademark to include nontraditional marks (such as shapes, colours, sounds and packaging) and recognising collective and certification marks, the act introduces new subject matter for potential disputes.
While litigation involving these marks may initially be limited due to evidentiary complexity and a lack of local precedent, the act creates a legal foundation for more sophisticated enforcement actions over time.
Clearer grounds for opposition and cancellation
The act strengthens and clarifies the grounds on which trademarks may be opposed or cancelled, introducing both
AFRICA VIEWPOINT CONTINENTAL PERSPECTIVE
The
act enhances
the remedies
available to trademark owners, including clearer civil relief
absolute and relative grounds for the refusal of a trademark application, which can be relied on in opposition proceedings.
Notably, oppositions must now be filed together with supporting evidence, and applicants are likewise required to submit evidence alongside their counterstatements, with the opposition proceedings concluding with the opponent s evidence in reply before the matter proceeds to hearing.
This is a departure from the previous regime, where evidence was only filed if an opposition was defended, and is intended to streamline what was often a protracted process. However, the revised procedure places a greater upfront burden on opponents, who must be fully prepared and evidentially equipped at the time of filing.
Honest concurrent use
The express recognition of honest concurrent use introduces a more nuanced approach to coexistence disputes. While this may provide relief in certain factual scenarios for trademark proprietors, it also introduces an additional layer of complexity into litigation, as the registry and the courts will need to assess good faith, duration of use and
so on. This said, the act does allow for the registrar to impose limitations and conditions as it deems fit to any honest concurrent use applications.
Civil remedies and criminal sanctions
The act enhances the remedies available to trademark owners, including clearer civil relief and the introduction of criminal sanctions for certain infringing conduct. From a litigation perspective, this strengthens the deterrent effect of enforcement actions and may encourage earlier settlement of disputes.
Acquiescence and loss of enforcement rights
The act introduces a statutory acquiescence provision, limiting enforcement where a proprietor of an earlier registered or well-known trademark has knowingly tolerated the use of a later mark in Zambia for a continuous period of five years. In such circumstances, the proprietor is barred from seeking revocation of the later registration or opposing its registration and use in relation to the relevant goods or services, reinforcing legal certainty for long-standing users and underscoring the importance of timely enforcement action.
Border control and anticounterfeiting measures
A notable development is the introduction of border control measures aimed at combating counterfeit goods. This provides rights holders with an enforcement mechanism that operates alongside traditional litigation, allowing for proactive intervention before infringing goods enter the Zambian market.
Groundless threats provisions
The act introduces protection against groundless threats of infringement. This development brings balance to the enforcement regime by allowing alleged infringers to challenge unjustified or abusive enforcement tactics.
As a result, rights holders will need to approach pre-litigation correspondence and enforcement strategies with greater care, ensuring infringement allegations are properly substantiated and are not baseless.
The Madrid Protocol and litigation strategy
Although the act domesticates the Madrid Protocol, the absence of implementing regulations means that international registrations designating Zambia cannot yet be relied on in practice. From a litigation standpoint, this creates a degree of uncertainty.
Until the system is fully operational, nationally registered trademarks will remain the most secure basis for enforcement. Parties attempting to rely on international registrations may face procedural and evidentiary challenges, particularly in infringement and opposition proceedings.
In conclusion
The Trade Marks Act No. 11 of 2023 fundamentally reshapes the trademark litigation landscape in Zambia. By expanding substantive rights, clarifying procedural mechanisms and strengthening enforcement tools, the act enhances the ability of trademark owners to protect and enforce their brands.
While practical challenges remain, particularly pending the introduction of new regulations, the direction of travel is clear. Trademark litigation in Zambia is set to become more robust, structured and internationally aligned, requiring rights holders and practitioners alike to adopt more strategic and proactive approaches to enforcement under the new regime.
From an enforcement perspective, it remains critical for brand owners to register their trademarks nationally, now also in applicable service classes, as Zambia is still considered to be a first-to-file-jurisdiction where the first party to successfully register a mark secures exclusive rights thereto, even if that party may not factually be the true proprietor of the mark.
AI in the workplace: accountability and the emerging risk chain
AI will be a defining force shaping how organisations operate, manage talent and compete over the coming years
By RIDWAAN BODA & SHAAISTA TAYOB ENS
Artificial intelligence (AI) is no longer a peripheral workplace tool. In 2026, it is expected to be embedded across core business operations, employee workflows and organisational decision making. This shift is reflected in recent analysis published by the IBM Institute for Business Value, which identifies AIas a defining force shaping how organisations operate, manage talent and compete over the coming years.
IBM’s analysis focuses on the strategic and operational consequences of this acceleration, including increased AI adoption across the workforce, changing employee expectations and growing pressure on organisations to demonstrate trust and accountability in the use of AI. What is often discussed less explicitly, however, are the legal consequences of these trends, and the risk management associated thereto.
As AI becomes embedded in the workplace, organisations face a widening set of legal risks that extend beyond traditional compliance concerns and require a more structured and forward looking approach to reputation management, privacy, accountability, intellectual property and risk management.
From a legal perspective, the most significant shift is that AI-driven workplace risk no longer arises at a single point of use. Instead, it flows across a connected chain that includes data sourcing and training, system design and deployment, employee interaction with AI tools, and the downstream consequences of AI influenced decisions.
This risk chain cuts across technology, people, vendors and governance structures, and it
challenges the assumption that legal exposure can be managed solely by the organisations human resources or compliance teams.
At the top of this chain effect sits data.
Workplace AI systems are heavily dependent on large volumes of information, often including employee personal data or data that can be used to infer sensitive information. Decisions made at the data stage have lasting legal consequences. If employee information is collected, reused or repurposed without a lawful basis or clear purpose limitation, those deficiencies do not disappear once an AI tool is deployed. They follow the system into live use and can undermine the legality of every decision that relies on it.
How systems are deployed
Risk then shifts to how AI systems are designed and deployed within workplace processes.
Choices about automation, human oversight, explainability and integration into decision making are not purely technical decisions. They directly affect an organisation s ability to explain
outcomes, defend challenges and demonstrate procedural fairness when AI influences employment related decisions. While IBM emphasises trust as a business imperative, from a legal standpoint trust is inseparable from the ability to evidence control and accountability.
As AI becomes part of everyday work, employees increasingly rely on AI assisted outputs to perform their roles. This reliance introduces another layer of risk. Where employees are expected to act on AI recommendations, questions arise around training, delegation of authority and whether individuals understand the limitations of the systems they are using. In practice, organisations remain accountable for outcomes, even where decisions are influenced by complex tools.
Legal exposure arises the moment where AI driven-decisions affect people. Hiring, performance management, remuneration, disciplinary action and termination decisions carry heightened risk when AI is involved. At this stage, employers must be able to explain how
TAXING MATTERS
decisions were made, identify who was responsible and demonstrate that legal and regulatory obligations were met. AI does not displace accountability, it merely reshapes how accountability must be managed.
Privacy remains one of the most significant risk drivers in this context. As workplace AI becomes more sophisticated, the volume and sensitivity of employee data processed by organisations will increase. Privacy risk is not limited to regulatory enforcement. It affects employee trust, labour relations and reputational standing. Treating privacy as a downstream compliance exercise is increasingly untenable where AI systems operate at scale and influence core employment outcomes.
Another critical risk management blind spot is the extent to which company and third-party IP is utilised as part of the exploitation of AI systems, as well as questions as to IP ownership. IBM s focus on accountability and AI trust also reflects growing regulatory and societal scrutiny. In 2026, organisations are likely to face more fragmented regulatory requirements across data protection, cybersecurity, employment law and emerging AI governance frameworks. In this environment, reactive compliance will be insufficient. Organisations must embed legal risk management into every stage of procuring, governing and using AI.
Organisations struggling with the adoption of AI in the workplace often find the toughest questions are not the technical ones, but legal and governance related. Understanding where legal risk arises across the AI life cycle, and how privacy, accountability and regulatory obligations apply in practice, requires a structured and informed approach.
Getting to the bottom of lump-sum taxation
By DAWID OOSTHUIZEN AJM
The taxation of lump-sum amounts often causes confusion, primarily because the events that trigger such taxation do not occur annually and may arise only once or twice during a taxpayer s lifetime.
Most employees are aware that they may become entitled to a lump-sum payment on retirement or on leaving employment. Because these amounts are typically taxed through directives issued by South African Revenue Service and withheld at source by employers or retirement funds, they are often accepted at face value. In practice, however, the underlying tax mechanics deserve closer scrutiny, particularly given the cumulative nature of lump-sum taxation.
This article provides a practical overview of the different categories of lump sums, how they are taxed and the planning considerations that can materially affect the final outcome.
Lump sums arising from retirement or the termination of employment (excluding public sector funds) generally fall into one of three categories:
Severance benefits
Severance benefits are lump-sum amounts received because of the termination of employment or a material change in the terms of employment. These amounts are typically paid by the employer or an associated institution.
A payment qualifies as a severance benefit for purposes of the Income Tax Act where the employee:
● Has attained the age of 55;
● Is required to leave employment due
to incapacity or ill-health; or ● Is retrenched. In addition, the employee must not have held, at any time, more than a 5% interest in the employer where the employer is a company or close corporation. Amounts that do not meet the statutory definition of a severance benefit are taxed at the employee s normal marginal income tax rates.
Retirement fund lump-sum benefits
A retirement fund lump-sum benefit arises when an amount accrues to a taxpayer from a retirement fund upon retirement or death. This includes amounts from pension funds, provident funds, retirement annuity funds and preservation funds.
Retirement lump-sum withdrawal benefits
A retirement lump-sum withdrawal benefit arises where amounts are withdrawn from a retirement fund prior to retirement, most commonly on resignation or termination of employment. Amounts that accrue to a spouse in terms of a divorce order also fall within this category.
How lump sums are taxed
Severance benefits retirement fund lump-sum benefits, and retirement lump-sum withdrawal benefits are all expressly included in a taxpayer’s gross income. Despite this inclusion, they are taxed at preferential rates that differ from those applicable to ordinary taxable income. The applicable tax tables are not contained in the Income Tax Act itself but are published separately through annual tax legislation. Lump sums are
taxed in accordance with progressive tables that mirror the structure of normal income tax rates, but with an important distinction: lump sums are ring-fenced from a taxpayer’s other income, deductions, allowances and rebates.
The tax calculation is performed in terms of the Second Schedule to the Income Tax Act. As a result, a taxpayer’s salary or business income in the year of receipt has no bearing on the tax payable on the lump sum. Amounts that are transferred directly to approved retirement vehicles, such as preservation funds or retirement annuities, are excluded from the lump sum before the applicable tax rate is determined.
Lump-sum taxation is a distinct and often misunderstood component of the income tax system
Tax-free thresholds and policy
intent
Severance benefits and retirement fund
lump-sum benefits are taxed according to a table that provides for a tax-free threshold of R550,000. By contrast, retirement lump-sum withdrawal benefits are taxed from the first R27,500 received.
This disparity reflects a clear policy objective: to discourage early access to retirement savings and to preserve those savings for retirement.
One of the most frequently
misunderstood aspects of lump-sum taxation is that it applies on a cumulative, lifetime basis. All prior lump sums received by a taxpayer are aggregated when determining the applicable marginal tax rate. By way of example, if a taxpayer received a severance benefit of R100,000 in 2015 and later retires with a lump sum of R500,000, the tax rate is determined as if R600,000 had been received. Only the R500,000 is taxed at retirement, but it is taxed at the higher marginal rate applicable to the cumulative amount.
To prevent double taxation, the calculation allows a deduction equal to the notional tax that would have been payable on previous lump sums, using current tax tables rather than the rates that applied when the earlier lump sums were received.
This methodology has attracted criticism. Where tax-free thresholds have increased over time, the notional deduction may be lower than the tax originally paid, resulting in incomplete relief for taxpayers whose current tax rate is for taxpayers historic lump sums.
Strategy to minimise tax at retirement: using the tax-free lump sum On retirement, a taxpayer is generally required to use at least two-thirds of their retirement fund value to purchase an annuity, whether in the form of a life annuity or a living annuity. Up to one-third may be commuted as a lump sum.
Given that up to R550,000 of a retirement fund lump-sum benefit may be received tax-free (subject to the cumulative rules), many retirees
choose to apply this amount to settle outstanding debts, such as home loans or other liabilities. Even where no debt exists, the lump sum is often used to fund lifestyle objectives, including travel or the acquisition of a retirement residence.
Using excess contributions to enhance tax
Taxpayers who have made retirement fund contributions in excess of the limits allowed under section 11F may carry those excess contributions forward. These amounts can be set off against tax payable on future lumpsum benefits or, at the taxpayer’s election, against taxable
Lump-sum taxation is a distinct and often misunderstood component of the South African income tax system. While preferential tax tables and taxfree thresholds offer meaningful relief, the cumulative nature of the regime and the interaction with prior lump sums can significantly affect the ultimate tax outcome.
A clear understanding of the different categories of lump sums, their respective tax treatments, and the policy considerations underpinning the regime is therefore essential, particularly for taxpayers approaching retirement or contemplating early access to retirement savings.
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