Company Law in New Zealand, 3rd edition

The essential guide to company law in New Zealand

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ISBN/ISSN: 9781988546346
Release Date: September 12, 2022
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Company Law in New Zealand provides a comprehensive discussion and analysis of the principles of company law in New Zealand. Covering the law affecting companies registered under the Companies Act 1993, it provides expert explanation and guidance of the principles of company law from fundamental concepts (such as corporate personality, incorporation, formation, constitutions, shares and distributions) through operating considerations (shareholders, directors, meetings, and accounts, audits and records) to the evolution or dissolution of the company (mergers, acquisitions and takeovers, and formal insolvency).

The third edition has involved a thorough review of most chapters in order to introduce new material and integrate the large number of significant company law cases from New Zealand and other Commonwealth jurisdictions since 2015. Chapter 17 on directors’ duties in insolvency has been largely rewritten. Other examples of new material include discussion of whether directors owe duties of collegiality, and revision of parts of the chapter on company contracting to take account of developments in that area.

With earlier editions being cited many times in the Supreme Court, Court of Appeal and High Court, Company Law in New Zealand is an invaluable resource for all practitioners and students of company law.

Related Titles

• Barrett & Feehily Understanding Company Law, 4th edition, 2019
• Finn, Todd & Barber Burrows, Finn and Todd on the Law of Contract in New Zealand, 6th edition, 2018
• Watts Director’s Powers and Duties, 2nd edition, 2015
Morison’s Company and Securities Law (online publication)

 

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Table of contents

Part 1 – The fundamentals of company law

Chapter 1: The company in context

Chapter 2: Corporate personality

Chapter 3: The consequences of incorporation

Chapter 4: Formation of companies

Chapter 5: Constitutions and other governance instruments

Chapter 6: Shares

Chapter 7: Distributions


Part 2 – Operating the company’s business

Chapter 8: The division of powers between directors and shareholders

Chapter 9: Directors – definition and status

Chapter 10: Company meetings

Chapter 11: Company contracting


Part 3 – Directors’ duties

Chapter 12: Directors’ duties – general issues

Chapter 13: Duty to act in the best interests of the company

Chapter 14: Liability for profiting

Chapter 15: Conflicts of interest

Chapter 16: The directors’ duties of care, skill, and diligence and compliance with the Companies Act and constitution

Chapter 17: Insolvency and directors’ duties

Chapter 18: Duties owed to shareholders and the duty to act for a proper purpose

Chapter 19: Ratification of directors’ breaches of duty


Part 4 – Shareholders’ rights and remedies

Chapter 20: Shareholder remedies: personal rights, corporate rights, and the derivative action

Chapter 21: Shareholder remedies: winding up, buy-outs and relief from oppressive, discriminatory or unfairly prejudicial conduct


Part 5 – Accounts, audits, and records

Chapter 22: Accounts, audits and records


Part 6 – Mergers, takeovers and amalgamations

Chapter 23: Corporate takeovers

Chapter 24: Amalgamations


Part 7 – Formal insolvency

Chapter 25: Insolvency proceedings