Articles

Section 131: Duty of Directors to Act in Good Faith and in Best Interests of Company

Wednesday, September 20, 2017
In accordance with Section 131 of the Companies Act 1993 ("Act"), directors have a duty to act in good faith and in what they genuinely believe to be the best interests of the company.  While it may be expected that directors should always behave in such a manner, and not place their personal interests ahead of the company's, various judgments have explored the extent of this duty and provided more information about the considerations director should take account of when exercising their powers.

The Duty
As noted in the decision of Sojourner v Robb1, the duty is one of loyalty and arises out of the fiduciary relationship that directors owe to the company from their position as its agents.  Additionally, although a director must act in good faith and in the best interests of the company on most occasions, Section 131 of the Act outlines that there are a few exceptions to this duty which allow a director to act otherwise, as follows: Read more

''Best Endeavours'' or ''All Reasonable Endeavours''

Monday, August 28, 2017

What's the Difference? Read more

Section 135 of the Companies Act - Reckless Trading:

Tuesday, July 18, 2017

Non-Executive or Passive Directors and Directors' Duties: The Courts Take no Excuses for a "Hands Off" Approach Read more

Directors' Duties - What Directors Need to Know

Tuesday, July 18, 2017

In New Zealand, there are few prohibitions on who can become a director of a company, and no real qualification requirements.  This means that some people become directors without actually understanding what their role requires.  This can result in a company not being managed and governed as required by the Companies Act 1993 ("Act"), which in turn can lead to a breach of duty, which can have very serious consequences, up to and including personal liability for company debts or even criminal sanctions in the worst of cases. Read more

Company Law Case Summary: Mike Pero Mortgages Limited v Mike Pero [2016] NZHC 3185 per Katz J

Tuesday, July 18, 2017

Background Read more

Terms of Trade - An Essential Part of Your Business

Thursday, June 01, 2017

Terms are Essential: Read more

Providing Financial Services or Financial Products in New Zealand

Thursday, April 06, 2017

There are a large number of statutes that potentially apply to any business providing financial services or products in New Zealand.  We are aware from prosecutions by regulators and from assistance that we have provided to clients, that many people are unaware of the full compliance requirements that relate to their business.  In some cases, businesses may comply with one statute, but are unaware that there are other statutes that apply. Read more

Doing Business in New Zealand - A Guide

Thursday, April 18, 2013
CONTENTS Read more

Tenant Not Paying – What To Do?

Thursday, August 25, 2011

Unfortunately, many property owners face this predicament in the current economic climate. The notice requirements for cancellation of a Lease have changed significantly under the Property Law Act 2007.  Read more

Purchasing An Interest In A Retirement Village: What You Need To Know

Thursday, August 25, 2011

Purchasing an interest in a retirement village is not like purchasing a residential property. There is an ongoing relationship between the village operator and the resident which is governed by the terms and conditions set out in what is called an "Occupation Right Agreement".  Read more

Recent Posts


Tags

Part payment Trusts Employment Lease Property Financial services provider (FSP) Beneficiary Rights Ilott v Mitson 2017 UKSC 17 Tenants Commercial Property Auckland Office Changes White v White Legislation update Litigation Constructive trusts Resident Visa Business Personal Family Protection Act 1955 Domestic Violence Act 1995 Wills Act 2007 Section 11 Invalid wills Sale of Goods Charity Break up Psychological abuse SMC Trusts Bill Limitation Act 1950 Creating Trusts Asset Protection Landlord Insurance Document Disclosure Offending Maritime Lien Personal Properties and Securities Act 1999 Living standards Compensation Eviction Undue influence Fair Trading Act 1986 Rest Home Subsidies Testamentary capacity Credit Contracts and Consumer Finance Act 2003 (CCCFA) Trust Confidentiality Expression of interest Blackwell v Hollings Duress Acknowledgment of Debt Seperation Tamarapa v Byerley Executors duty Family Trusts Repayment Partnership based work visa Recovery of money Elder Law Testamentary freedom Financial products Immigration New Zealand Privacy Act 1993 Charity begins at home Financial Markets Conduct Act 2013 (FMCA) Administrators duty Domestic violence Trustee Duties Intellectual Property Subsidies Testamentary writing Reckless Trading Section 182 Family Proceedings Act 1980 Gifting Limitation period WINZ Vessel Sale and Purchase Financial Advisers Act 2008 Contract Law Financial services Clayton case Will Companies Act 1993 Loss of income Zero Hour Contracts Deceased's wishes Division of Functions Lease Titles Ministry of Social Development Amundson v Raos Section 15A Case Study Mortgagee Due Diligence ''Best Endeavours'' Broadbent v Ministry of Social Development Resident Abuse Work and Income Six years Wills Act 2007 Section 8 Testamentary Promises Relationship Property Interpretation Act 1999 Gifts Wilson v Donnellan Interest Skilled migrant points Acknowledgment Lankow v Rose Ship's Mortgage Grey Power Fair share Mortgagor SN v MN [2017] NZCA 289 Property (Relationships) Act 1976 Limitation defence Interpretation Act 1999 Section 29 Trust Check Up Frustration Visa application Limitation Act 2010 Vessel surveyor Erceg v Erceg Anti-money laundering (AML) Directors' Duties Tenant Twelve years Trust busting Civil union Mortgage Wills Act 2007 Valid wills Unfair contract terms Re Estate of Feron Contract and Commercial Law Act 2017 Murrell v Hamilton Pattern of offending KiwiSaver Ship Income Wills Act 2007 Section 14 Re Estate of Campbell Physical abuse Skilled migrant Consumer credit contracts Economic disadvantage Ship Registration Albany Office Validity of Wills Vessel survey Interpretation of documents Protector Claims against estates De facto Verbal abuse Commercial Law Health and Safety Reform Bill Maritime Law Company Law Shareholders' Agreement Immigration Principal Commercial Residential Violence Estate Administration Will that do Body Corporate Ministry Character requirements Terms of Trade Partner of resident Marriage Section 15 Lump sum Charities Protection Order Hawkes Bay Trustee Company Limited v Judd Wills Temper

Archive