Company Law in New Zealand, 2nd edition

A comprehensive discussion and analysis of the principles of company law in New Zealand.

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NZD$ 149.99
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ISBN/ISSN: 9781927313169

Product description

Company Law in New Zealand provides a comprehensive discussion and analysis of the principles of company law in NZ. The work covers all aspects of the law relating to companies from the fundamentals of company law and the operation of the company's business through to formal insolvency.

Key changes for the second edition include the addition of current case law (affecting most chapters); expanded discussion of administration during Insolvency proceedings; and discussion of the amendments to the Companies Act 1993 and Limited Partnerships Act 2008 that came into force in 2014 and their subsequent impact on business operations and directors' duties.

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

Related Titles

Watts, Director’s Powers and Duties, 2nd ed. (2015)
Morison’s Company and Securities Law, (Looseleaf),
Farmer and Hillind, Student Companion: Company Law, 2nd edition (2015)

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Table of contents

Part 1: The fundamentals of property law

  1. The company in context

  2. Corporate personality

  3. The consequences of incorporation

  4. Formation of companies

  5. Constitution and other governance instruments

  6. Shares

  7. Distributions


Part 2: Operating the company’s business

  1. The division of powers between directors and shareholders

  2. Directors – definition and status

  3. Company meetings

  4. Company contracting


Part 3: Directors’ duties

  1. Directors’ duties - sources and beneficiaries

  2. Duty to act in the best interests of the company

  3. Liability for profiting

  4. Conflicts of interest

  5. The directors’ duty of care, skill and diligence and compliance with the Act and constitution

  6. Insolvency and directors’ duties

  7. Duties owed to shareholders and the duty to act for a proper purpose

  8. Ratification of directors’ breaches of duty


Part 4: Shareholder’s rights and remedies

  1. Shareholder remedies: personal rights, corporate rights and the derivative action

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


Part 5: Accounts, audits and records

  1. Accounts, audits and records


Part 6: Mergers, takeovers and amalgamations

  1. Corporate takeovers

  2. Amalgamations


Part 7: Formal insolvency

  1. Insolvency proceedings