Articles

The Anti-Money Laundering and Countering Financing Act 2009 (AML/CFT Act) - It is Serious - Get Specialist Legal Advice!

Wednesday, September 12, 2018

The AML/CFT Act was extended to lawyers and conveyancers on 1 July 2018.  It will be extended to accountants on 1 October 2018 and will be further extended to Real Estate Agents on 1 January 2019. We also consider many financial service providers (including in some cases of businesses offering credit contracts) may be unaware that they are required to comply with the AML/CFT Act or may not be meeting the standards required.  Read more

Companies Act 1993 - ''Indoor Management''

Friday, September 07, 2018

A recent Court of Appeal decision (Autumn Tree1) makes it clear that where a company enters a contract and only one director signs it:  Read more

Important Update in Respect of PPSR Registration

Friday, September 07, 2018

The Personal Property Securities Amendment Regulations 2018 will come into force on 1 October 2018 and make a number of technical amendments to the Personal property Securities Regulations 2001. Read more

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

Recent Posts


Tags

Charities Wills Testamentary writing Partnership based work visa Division of Functions Wilson v Donnellan Compensation Invalid wills Expression of interest Medical Administrators duty Maritime Lien Duress Elder Law Family Protection Act 1955 Intellectual Property Employment Holiday pay Limitation Act 2010 Trust Check Up Lump sum Case Study Subsidies Testamentary Promises Trusts Limitation Act 1950 SN v MN [2017] NZCA 289 Deceased's wishes Financial Advisers Act 2008 Splitting Up Financial products Health and Safety Reform Bill Shareholders' Agreement Testamentary capacity Violence Testamentary freedom Sharing Section 182 Family Proceedings Act 1980 Undue influence Economic disadvantage Vessel Sale and Purchase Murrell v Hamilton Six years Wills Act 2007 Section 11 Asset Protection SMC Executors duty Consumer credit contracts Maritime Law Commercial Reckless Trading Anti-money laundering (AML) Property Family Home Fair share Separate Property Principal Work and Income Trust busting Constructive trusts Claims against estates Unfair contract terms Residential Business Valid wills Document Disclosure Verbal abuse Commercial Property Vessel survey Abuse Charity White v White Re Estate of Feron Gifts Incapacity Acknowledgment Tenant Fair Trading Act 1986 Directors' Duties Resident Visa Dismissal Immigration Civil union Body Corporate Partner of resident Property (Relationships) Act 1976 Income 50/50 Split Character requirements Commercial Law Marriage Contract and Commercial Law Act 2017 Grey Power Family Court Eviction Ilott v Mitson 2017 UKSC 17 Hawkes Bay Trustee Company Limited v Judd Temper De facto Dividing Property Part payment Section 15 Interpretation of documents Vessel surveyor Ministry of Social Development Skilled migrant Estate Administration Immigration New Zealand Twelve years Re Estate of Campbell Financial services Domestic Violence Act 1995 Psychological abuse Interpretation Act 1999 Section 29 Trustee Duties Personal Limitation defence Matrimonial Home Ship's Mortgage Unequal Sharing Lease Mortgagee Wills Act 2007 Section 8 Terms of Trade Indoor Management Rule Clayton case Frustration Living standards Domestic violence Offending Visa application Loss of income Mortgagor Acknowledgment of Debt Landlord Wills Act 2007 Recovery of money Broadbent v Ministry of Social Development Blackwell v Hollings Skilled migrant points Amundson v Raos Employer Personal Properties and Securities Act 1999 Protector Pattern of offending Relationship Property Wills Act 2007 Section 14 Litigation Lease Titles Lankow v Rose Divorce Tenants ''Best Endeavours'' Break up Legislation update Section 15A Repayment Seperation Due Diligence Rest Home Subsidies Family Validity of Wills Changes Family Trusts KiwiSaver Contract Law Financial Markets Conduct Act 2013 (FMCA) Interpretation Act 1999 Privacy Act 1993 Tamarapa v Byerley Beneficiary Rights Mortgage Zero Hour Contracts Will that do Customary Authority Charity begins at home Limitation period Termination Trusts Bill Will Albany Office Protection Order Physical abuse Auckland Office Erceg v Erceg Financial services provider (FSP) Ship Trust Confidentiality WINZ Resident Ministry Insurance Companies Act 1993 Casual employee Gifting Credit Contracts and Consumer Finance Act 2003 (CCCFA) Company Law Sale of Goods Creating Trusts Ship Registration Interest

Archive