Corporate and Commercial Lawyers

Qualifications:

  • BA LLB LLM
  • Certificate Programme in Advanced Corporate and Securities Law (cum laude)
  • Diploma in Corporate Law, University of Johannesburg (cum laude)
  • Attorney of the High Court of South Africa

Nicola Malan

Nicola is the managing director of Malan Scholes Inc.  She was admitted as an attorney and notary in 2000.  Her areas of expertise are corporate and commercial law and she has practised in both South Africa and New York.

NMalan@malanscholes.co.za

+27 (0)10 020 5038

Recent Experience:

  • Legal counsel for Senosi Group Investment Holdings Proprietary Limited in respect of the R86,036,691.00 advance by it to MC Mining Limited (an Australian listed company), which advance is convertible into shares in MC Mining Limited, subject to certain terms and conditions (2022).
  • Legal counsel to various mining companies and/or contract miners in respect of the drafting and negotiating of coal supply agreements, off take agreements, contract mining and processing agreements, and security agreements relating thereto (2019 – 2022).
  • Part of legal team advising Seriti Resources Holdings Proprietary Limited (a broad-based, majority black owned and controlled South African mining company) in respect of its successful bid to acquire the South African coal business of South32 Limited, which included, leading the due diligence investigation, advising on issues arising, establishing BEE employee and community trusts and drafting trust deeds in respect thereof (2019).
  • Legal counsel for DRDGOLD Ltd (South African gold producer which recovers gold from the retreatment of surface tailings) in respect of the disposal of certain mining and prospecting rights and related mining infrastructure to companies in the OrroPay Inc group (2018 / 2019).
  • Legal counsel to numerous international and local private companies on BEE transactions, other sale and acquisition transactions or other commercial arrangements, which included advising on transaction structures, sale agreements, shareholders agreements, memoranda of incorporation and/or family, community, employee and/or broad-based ownership trust deeds and conducting due diligence investigations.
  • Legal counsel to numerous companies and individuals in their capacity as directors on company law issues arising under South African law, including their fiduciary duties.

Qualifications:

  • BCom LLB
  • Attorney of the High Court of South Africa

Jessica Frost

Jessica is a director at Malan Scholes Inc. She was admitted as an attorney in 2015. Her areas of expertise are in corporate and commercial law.

JFrost@malanscholes.co.za

+27 (0)10 020 5024

Recent Experience:

  • South African lead counsel to Connect on its dual acquisition of communication and cloud solution providers, Pivotal Data (Pty) Ltd and Illation (Pty) Ltd (2022).
  • Acted for clients purchasing fuel stations, including advising on the lease and franchise agreements to be entered into in respect thereof (2022).
  • Acted for Pan African Resources PLC in the conclusion of a conditional sale agreement to acquire the entire issued share capital of Blyvoor Gold Operations (Pty) Ltd from Blyvoor Gold (Pty) Ltd (2021).
  • Legal counsel to various mining companies and/or traders in respect of the drafting and negotiating of commodity supply agreements, contract mining agreements, logistics/transport agreements and handling, storage and loading agreements (2020/2021/2022).
  • Acted for Seriti Resources Holdings (Pty) Ltd in its successful bid to acquire the South African coal business of South32 Limited (2019 – 2020).
  • Assisted Leo Ammerlaan (a Dutch company) with the South African corporate due diligence aspect of the merger between Leo Ammerlaan, Van der Lugt and Grow Group, which merger created Plantise, the largest plant breeder in the Netherlands (2019).
  • Assisted various clients (across various industries) with sale and acquisition transactions, which included advising on transaction structures, conducting due diligence investigations and drafting, inter alia, sale agreements, repurchase agreements, joint venture agreements, shareholders agreements, memoranda of incorporation, loan agreements and trust deeds.

Qualifications:

  • LLB (Cum Laude)
  • LLM
  • Attorney of the High Court of South Africa

Chané Stievenart

Chané is a senior associate at Malan Scholes Inc. She was admitted as an attorney in 2017. Her areas of expertise are in corporate and commercial law.

CStievenart@malanscholes.co.za

+27 (0)10 020 5025

Recent Experience:

  • Assisted various clients (across various industries) with sale and acquisition transactions, conducting contractual and corporate due diligence investigations and drafting, inter alia, sale agreements, lease agreements and security agreements relating thereto (2023/2022). 
  • Assisted Connect on its dual acquisition of communication and cloud solution providers, Pivotal Data (Pty) Ltd and Illation (Pty) Ltd (2022). 
  • Assisted various client (across various industries) in respect of the drafting of shareholders agreements, memoranda of incorporation, joint venture agreements, loan agreements, cession and pledge agreements and guarantees (2023/2022). 
  • Assisted various mining companies and/or contract miners in respect of the drafting of contract mining, offtake and processing agreements (2023/2022). 
  • Assisted clients (across various industries) with compliance with the Codes of Good Practice issued in terms of the Broad-Based Black Economic Empowerment Act, 2003, in respect of broad­based ownership schemes and trusts (2023/2022).  
  • Drafted trust deeds on behalf of clients for purposes of complying with the Codes of Good Practice issued in terms of the Broad-Based Black Economic Empowerment Act, 2003 (2023/2022).  
  • Reviewed various agreements (across various industries) and advised clients in respect thereof, including, inter alia, licence agreements, fund administration, lease agreements, supply of services and software agreements (2022/2021). 
  • Drafted agreements (across various industries), including service level agreements, master service agreements, subcontractor, sponsorship and settlement agreements (2019 – 2022). 

Qualifications:

  • LLB
  • LLM
  • Attorney of the High Court of South Africa

Onkabetse Thwala

Onka is a senior associate at Malan Scholes Inc. She was admitted as an attorney in 2020. Her areas of expertise are in corporate and commercial law.

OThwala@malanscholes.co.za

+27 (0)10 020 5033

Recent Experience:

  • Represented clients in the negotiation and conclusion of transportation and railage throughput agreements, which entailed reviewing and amending the agreements to be entered into, advising on risks arising from the agreements, making recommendations to mitigate the clients’ risks, and negotiating favourable terms (2023). 
  • Formed part of a team which advised and represented a group of companies in a restructuring transaction in terms of the Income Tax Act, which entailed the drafting of amalgamation agreements, applications for regulatory consents from the Department of Mineral Resources and Energy and the Take-over Regulation Panel (2023). 
  • Acted for clients in the negotiation and conclusion of various share sale agreements for the disposal of the entire issued share capital of their numerous solar energy plant project companies (2022). 
  • Involved in advising clients acquiring fuel stations on the various transaction agreements to be entered into in respect thereof, including inter alia, the lease and franchise agreements (2022). 
  • Drafted various coal supply and diesel supply agreements, together with the related security agreements for clients in the energy sector (2021). 
  • Formed part of a team which represented Pan African Resources PLC in its conclusion of a conditional sale agreement to acquire the entire issued share capital of Blyvoor Gold Operations (Pty) Ltd from Blyvoor Gold (Pty) Ltd (2021). 
  • Represented clients in the negotiation and conclusion of long-term coal supply agreements and credit facility agreements, which entailed: the drafting, review and amendment of the agreements to be entered into, advising the clients on risks arising from the agreements and negotiating favourable terms on behalf of the clients (2021). 
  • Drafted trust deeds on behalf of clients within the mining sector for purposes of complying with the South African B-BBEE legislation and the Mining Charter. Assisted with advising clients and engaging with the B-BBEE Commission on their behalf on various BEE compliance related matters (2020). 
  • Formed part of a large team which represented Seriti Resources Holdings in its successful bid to acquire South32 SA Coal Holdings (Pty) Ltd (2020). 
  • Represented various clients within different industries (including, inter alia, the mining sector) on various merger and acquisition transactions. This included conducting due diligence investigations and drafting, inter alia, non-disclosure agreements, sale agreements, repurchase agreements, shareholders agreements, memoranda of incorporation and trust deeds.