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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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.
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)
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
Part 2: Operating the company’s business
8. The division of powers between directors and shareholders
9. Directors – definition and status
10. Company meetings
11. Company contracting
Part 3: Directors’ duties
12. Directors’ duties - sources and beneficiaries
13. Duty to act in the best interests of the company
14. Liability for profiting
15. Conflicts of interest
16. The directors’ duty of care, skill and diligence and compliance with the Act and constitution
17. Insolvency and directors’ duties
18. Duties owed to shareholders and the duty to act for a proper purpose
19. Ratification of directors’ breaches of duty
Part 4: Shareholder’s rights and remedies
20. Shareholder remedies: personal rights, corporate rights and the derivative action
21. Shareholder remedies: winding up, buy-outs and relief from oppressive, discriminatory or unfairly prejudicial conduct
Part 5: Accounts, audits and records
22. Accounts, audits and records
Part 6: Mergers, takeovers and amalgamations
23. Corporate takeovers
Part 7: Formal insolvency
25. Insolvency proceedings