Directors’ Powers and Duties, 2nd edition

Directors’ Powers and Duties, 2nd edition provides practitioners with a detailed treatment of the New Zealand law relating to directors’ powers and (civil law) duties, one of the most important and complex aspects of company law.

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NZD$ 194.99
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ISBN/ISSN: 9781927227985

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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 second edition includes the latest developments in this important area of law since its last publication in 2009.

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Featured authors

Peter Watts

Peter Watts

Peter Watts QC, FRSNZ Peter Watts, Professor of Law, University of Auckland is an internationally respected researcher, teacher and practitioner in commercial law. His principal specialisms are in company law, agency law and the law of restitution. In 2014, he was elected a Fellow of the Royal Society of New Zealand (Te Apārangi), one of only four lawyers to hold such a fellowship. Professor Watts attended the University of Canterbury before completing his masters at the University of Cambridge. Before joining the faculty at the University of Auckland in 1985, he had worked at Duncan Cotterill and at Chapman Tripp. He also practises as a barrister at Bankside Chambers in Auckland, and is a door tenant at Fountain Court Chambers, the Temple, London. As well as co-authoring Company Law in New Zealand, Professor Watts is the author of Directors’ Powers and Duties and General Editor of Bowstead & Reynolds on Agency.

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Table of contents


     
  1. Scope of the book

    2.  
  2. Directors – definitions and status

    3.  
  3. The division of powers between directors and shareholders

    4.  
  4. The mechanics of the exercise of directional power

    5.  
  5. Director’s duties – sources and beneficiaries

    6.  
  6. Duty to act in the best interests of the company

    7.  
  7. Liability for profiting

    8.  
  8. Conflicts of interest

    9.  
  9. The duties of care, diligence and skill, and of compliance with the Act and constitution

    10.  
  10. Insolvency and directors’ duties

    11.  
  11. Duties owed to shareholders and the duty to act for a proper purpose

    12.  
  12. Ratification of directors’ breaches of duty

    13.  
  13. Directors’ liability to third parties in tort, contract and equity

    14.

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