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Rights, Duties and the Validation of Irregularities

Alexander F H Loke

(2011) 23 SAcLJ 838

The substance-procedure divide determines the presumptive validity of corporate acts when there is defective compliance with the prescribed steps for doing those acts. This article examines the current approaches to discerning the difference and argues that a deeper inquiry into legislative intent and the parties’ intentions is necessary to more meaningfully negotiate the substance-procedure divide. Apart from providing a better explanation for why an irregularity is a matter of substance (or procedure), the suggested inquiry illuminates when it is correct to apply the judicial power to validate irregularities.