This article highlights that section 76(4)(a) of South Africa's Companies Act, which reflects the business judgment rule (BJR) concept, is a standard of review, providing a means of determining whether a director has met his or her undertakings under section 76(3). The article suggests that section 76 should be titled “Standards of conduct and review” instead of referring only to standards of conduct. It draws a clear distinction between standards of conduct (including the personal financial interests disclosure requirements) on one hand, and a standard of review on the other. After tracing the traditional international requirements of BJR, the article analyses the decision-making requirements under section 76(4)(a). It concludes that, while section 76(4)(a) compares favourably with US and Australian laws, the omission of a good faith requirement is unfortunate since that is a critical component of decision-making. The article proposes that good faith and proper purpose under section 76(3)(a) should form part of the section 76(4)(a) requirements.

Information is essential for the functioning of modern societies. Access to information denotes the right of citizens to obtain information regarding how they are governed. In 2011, Nigeria enacted the Freedom of Information Act, to ensure openness and transparency in public governance. This article evaluates the extent to which the legislation has strengthened the right of access to information in Nigeria. Through analysis of the provisions of the act and some decided cases, the article argues that challenges, both in the act's provisions and in its enforcement by the courts, have resulted in a “blunted” law that lacks the capacity to satisfy the people's expectations on the right of access to public information. Drawing on the experience of other jurisdictions where similar laws are operative (notably South Africa and India), the article suggests ways through which the implementation of the act could be made more effective.

A director may serve a company in more than one capacity. In his capacity as a shareholder, a director may hold voting rights in the company. One consideration regarding the removal of a director from office is their removal by shareholders in circumstances where the directors are themselves shareholders in the company and hold weighted votes. This article appraises whether, under the South African Companies Act 71 of 2008, a shareholding-director who holds shares with weighted votes would validly and lawfully be able to block his removal from office by the company's shareholders. This article makes suggestions regarding the use of weighted votes to block the removal of directors from office, and calls for an important amendment to the South African Companies Act 71 of 2008 to prevent weighted votes being used as a device to block the removal of directors from office.

The adoption of the African Charter on Democracy, Elections and Governance (ACDEG) has been a milestone for the transformation of Africa's political landscape. This instrument seeks to expand on the ideals of liberal democracy enshrined in the Constitutive Act of the African Union and other African fundamental instruments. The ACDEG seems to pave the way for the right to democracy for Africans, which entails, inter alia, political sovereignty of African citizens. The latter have clearly and vigorously exercised their sovereignty through elections when given such an opportunity. However, in some instances, African citizens resorted to popular uprisings in cases of gross violations of their democracy-related rights. With reference to the recent popular uprisings and coups (or attempted coups) in Africa, this article enquires, from a human rights perspective, whether ACDEG or other instruments, enshrine a right to resist gross undemocratic practices underpinning the right to democracy.

Ghana's Supreme Court recently held that the regulator of the legal profession violated the country's constitution when it imposed extralegal admission requirements on LLB degree holders seeking entry to the School of Law. Nevertheless, the court relied on the prospective overruling doctrine to issue consequential orders that allowed the regulator to persist with its unconstitutional actions and left the constitutionally-injured students without a remedy. Judges employ the prospective overruling doctrine when they invalidate prior statutes or precedents while simultaneously limiting the effect of the new rule to future cases. Here, however, the court did not invalidate a statute or a precedent, mooting the issue of the temporal effect of a new rule. Rather, the court found that the regulator's actions had violated the constitution and it misapplied the prospective overruling doctrine to validate the violation. Consequently, the court's consequential orders undermined its declarations of unconstitutionality, rendering the latter inconsequential.

During the first decade of the African Charter on Democracy, Elections and Governance, one significant political development in Africa has been the resort to popular protests or uprisings against tyrannical rule. These uprisings have been remarkable for their scale and extraordinary political ramifications, and succeeded in unseating longstanding authoritarian rulers. They presented serious challenges to the African Union's democratic and constitutional governance norms, in particular regarding the status of uprisings in relation to the ban on unconstitutional changes of government and the determination of whether and when resultant changes of government are constitutional. In addressing these issues, this article contends that, although popular uprisings (also called “democratic revolutions”) are not a priori deemed constitutional, the AU's application of its norm banning unconstitutional changes of government to the popular uprisings in North Africa and Burkina Faso has opened a legal avenue that offers constitutional legitimacy for popular uprisings overthrowing authoritarian regimes.

A growing number of states have modified constitutionally determined presidential term limits or adopted a flexible interpretation of relevant constitutional provisions to allow incumbent leaders additional terms in the highest office. This article investigates African Union (AU) responses to attempts to overturn or weaken term limits on executive power, one of the most tenacious constitutional trends in Africa. Inspired by the AU's well-established discourse on “unconstitutional changes of government” under the African Charter on Democracy, Elections and Governance, the article frames the manipulation of presidential term limits as “undemocratic changes of the constitution”. From this perspective it argues for a more active role for the AU in monitoring and enforcing constitutionalism and respect for democratic standards by member states when they amend their constitution. It concludes with a tentative set of principles to guide processes of constitutional change in Africa.