Company Law in New Zealand, 3rd edition
The essential guide to 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 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.
• 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)
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