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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ISBN/ISSN: 9781988546841
Release Date: December 26, 2021
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Product description

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.

Related Titles

• 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)

 

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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