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

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

Recent Posts


Tags

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

Archive