Directors’ Powers and Duties, 3rd edition
Directors’ powers and duties – one of the most important and complex aspects of company law.
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While New Zealand law in this area has some unique aspects, it shares its basic features with other common law jurisdictions, so this book draws heavily on Commonwealth case law, particularly that of Australia and England. It furnishes comparative insights on points of difference, and refers to leading academic commentary, including that from the United States.
In the many areas where the law is unclear or contentious, Directors’ Powers and Duties comprehensively analyses the various options and attempts to provide clear solutions. It also supplies useful sketches of leading cases to illustrate the points of law in each section of the book.
Written by one of New Zealand's top scholars in company law, this edition includes the latest developments in this important area of law since its last publication in 2015.
• Heath & Whale (editors) Heath and Whale Insolvency Law in New Zealand, 4th edition, 2021
• Watts, Campbell & Hare Company Law in New Zealand, 2nd edition, 2015
• Morison’s Company and Securities Law (online publication)
Table of contents
Chapter 1 Scope of the book
Chapter 2 Directors – definitions and status
Chapter 3 The division of powers between directors and shareholders
Chapter 4 The mechanics of the exercise of directorial power
Chapter 5 Directors’ duites – general issues
Chapter 6 Duty to act in the best interests of the company
Chapter 7 Liability for profiting
Chapter 8 Conflicts of interest
Chapter 9 The duties of care, diligence and skill, and of compliance with the Companies Act and constitution
Chapter 10 Insolvency and directors’ duties
Chapter 11 Duties owed to shareholders and the duty to act for a proper purpose
Chapter 12 Ratification of directors’ breaches of duty
Chapter 13 Directors’ liability to third parties in tort, contract, and equity