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

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

Archive