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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ISBN/ISSN: 9781927227985

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

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Table of contents


  1. Scope of the book

  2. Directors – definitions and status

  3. The division of powers between directors and shareholders

  4. The mechanics of the exercise of directional power

  5. Director’s duties – sources and beneficiaries

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

  7. Liability for profiting

  8. Conflicts of interest

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

  10. Insolvency and directors’ duties

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

  12. Ratification of directors’ breaches of duty

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