Insights & Articles

Succession, once a straightforward process, is now akin to navigating a minefield. With children seeking to cash in on their beneficial interests or shareholdings to fuel their own ventures, the need for careful consideration and expert advice has never been greater.

Mergers and acquisitions ("M&A") are often used as critical methods for expansion. Some companies may plan successful M&A strategies such as using good economic times to strengthen their finances (paying down debt and accumulating cash reserves), and when a recession or slowdown comes, buying at low valuations.

The new Incorporated Societies Act 2022 ("Act") received Royal Assent on 5 April 2022, in replacement of the Incorporated Societies Act 1908 ("old Act") and is coming into force in stages. The Act significantly changes governance and accountability obligations for incorporated societies. Re-registration under the new Act is required for all existing incorporated societies to continue to exist.

The Partnership Law Bill was introduced to Parliament in May 2019 as a revision bill, subject to the revision powers set out in s 31 of the Legislation Act 2012. Therefore the 2019 Act does not make any substantive policy changes. Nevertheless, re-enactment of the 111 years old Partnership Act 1908 in contemporary language, style and format is intended to make the law more accessible, clarify Parliament's intent, and reconcile inconsistencies within the old Act.

In Mainzeal1 the former directors were held liable for a breach of section 135 of the Act. Richard Yan, (who was the founder and main shareholder of Mainzeal's parent company, Richina Pacific) was ordered to pay compensation of $36M. Each of the other directors (Shipley, Tilby and Gomm) were held liable to contribute $6M each towards that $36M.

Many modern businesses consist primarily of technology in the form of intellectual property. Although they may own physical assets and employ staff (though they are more likely to be engaged as contractors) the real value in the business sits almost wholly in the intellectual property developed.

Mike Pero was the sole director of MPRE Limited and its wholly owned subsidiary MP Real Estate Limited (the MPRE Companies), companies described in the decision as a joint venture between a company ultimately owned by Mike Pero that held a 50% stake and MP Mortgages Limited which held the other 50% stake.

When it comes to a business sale you need to "know your business". It is far too easy for assumptions to be made that are not incorporated in thesale agreement itself. In this article, we comment briefly on some of the things you should think about before seeing an agent or putting pento paper.

Doing Business in New Zealand - A Guide