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The Companies Act 1993 provides a process for incorporation of companies and then regulates those companies. 2023 marks thirty years since the inception of our current Act, meaning it has been in place for only half of the life of this journal. Aotearoa New Zealand had general incorporation prior to the current Act. The Companies Act 1993 is significant because we ceased to mirror English legislation; the prior Companies Act 1955 was almost a replica of the Companies Act 1948 (UK). But how independent are we really of our common law legislative forebears? The departures from the English common law may go only as far as drawing features from the North American statutes also based on the common law, even though these departures relate to an earlier version of corporations' law in place before the American Revolution. But is corporate law wholly derived from England and the United States wholly right for New Zealand? This article evaluates the New Zealand company and the application of the Companies Act 1993, asking whether both are fit for purpose in 21st-century Aotearoa New Zealand, a land of small and medium enterprises with a bicultural base and evident desire for more sustainable approaches to enterprise. Questions considered are whether our one-size-fits-all Act, with a key feature extreme ease of incorporation, best serves the needs and aspirations of our peoples and our piece of the planet. And, as a reimagining, what possibilities might be realised with the existing form? [ABSTRACT FROM AUTHOR]

New Zealand company law, like many other jurisdictions, imposes duties on directors that are owed to the company but have creditor protection as their rationale. The success of this strategy in modifying directors' conduct depends on at least two factors. The first is whether the drafting and/or interpretation of the duties sets clear and appropriate limits on directors' decision making powers. The second is the extent to which the duties are enforced. Analysis of the content of the duties and the enforcement framework within which they sit predicts that under-enforcement is more likely to be the problematic factor in the New Zealand context. This prediction is largely borne out by the results of an empirical analysis of the case law generated by the creditor protection duties over a 24-year period. However, consistent with international trends, overall results suggest that a further limiting factor may also be relevant, the particular attributes of many directors of companies taking the form of small to medium enterprises. Likely reasons for this and potential reform options for future investigation are identified. [ABSTRACT FROM AUTHOR]

A corporate representative may be liable for misleading or deceptive conduct in one of two ways: by contravening s 9 of the Fair Trading Act 1986 (principal liability); or by assisting the corporation to contravene s 9 (accessorial liability). This article is concerned only with the former. The courts of New Zealand, when addressing the issue of when a corporate representative may be liable as a principal for misleading or deceptive conduct, have tended to focus on the "in trade" requirement of s 9 of the Fair Trading Act 1986. They have identified "broad" and "narrow" approaches to this question, based on whether the requirement is confined to the conduct of a person who trades on his or her own account or includes a person whose conduct is on behalf of another party, such as a company. We discuss these approaches, as highlighted in the Court of Appeal decision in Body Corporate 202254 v Taylor, a case recently referred to by the Supreme Court in Dallas v Wellington City Council. We argue that the broad/narrow debate on the meaning of "in trade" should be irrelevant to principal liability for a corporate representative. Instead of focusing on the meaning of "in trade", we argue that the focus should be on who has engaged in the impugned conduct: the corporation or the individual? Such an approach would align with the "mere conduit" principle, under which the focus is on who has engaged in the impugned conduct: the conduit or the originator? [ABSTRACT FROM AUTHOR]

The article examines the New Zealand case law developments in relation to insolvent transactions as defined in section 292 of the New Zealand's Companies Act 1993 and mentions the laws defined under the section related to start date of the single transaction calculation.

The article discusses several legal cases which may be of interest to law students in places such as New Zealand as of 2015, including litigation matters dealing with issues such as insurance law, private international law, and the nation's property laws. Equity is mentioned in relation to New Zealand's Charitable Trusts Act 1957 and a gift to the Green Gables Trust Board. Company law and New South Wales' Real Property Act 1900 are examined, as well as judicial interpretation trends.

The article explores the corporate laws and corporate governance in New Zealand; discusses the history and introduction of the Companies Act in the country; and reports the decision of the Court of Appeal in 'Sojourner v Robb.'

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were acting in the best interests of the company. In the other, the directors' actions of disenfranchising certain shareholders in the course of attempting to secure transparency in share ownership were challenged as being for an improper purpose. This article argues that both courts would have been assisted by giving fuller consideration and weight to the principles of securities law that underlie the disclosure and transparency rules, and using those principles to guide their decisions on company law issues. [ABSTRACT FROM AUTHOR]

The article compares and contrasts the models of shareholders primacy and director's primacy under the corporate law of New Zealand and the U.S. Topics discussed include the corporate objectives and social role of firms in both countries such shareholder's wealth maximization, the significance of the stakeholder models of corporate governance that enhances the corporate social responsibility of firms, and the separation of ownership and control rights in the U.S. Corporate law.

This article analyses New Zealand courts' use of unincorporated international instruments, such as treaties and non-binding declarations, in cases of common law development, statutory interpretation and judicial review. The theory of dualism holds that these instruments are not part of New Zealand law until incorporated by Parliament. However, this theory does not accurately describe the relationship between domestic and international law. The binding/non-binding distinction assumed by the theory of dualism fails to account for the significant effect that unincorporated international instruments are having on the outcome of domestic legal problems. A close analysis of case law reveals that these instruments play a variety of roles in judicial reasoning. Furthermore, it is possible to identify factors and principles that tend to determine what role an instrument will play in a given case. In the interests of certainty, the courts should move away from the simplistic language of dualism to articulate a nuanced and principled approach. [ABSTRACT FROM AUTHOR]

The article discusses the New Zealand Court of Appeal's rulings in the cases Grant v. Lotus Gardens Ltd. and Yan v. Mainzeal Property and Construction Ltd. (in rec & liq) which deal with differing aspects of creditors' applications to have a liquidator appointed under New Zealand's Companies Act 1993. Disputed corporate debts and the automatic setting aside of payments made by a company are mentioned. Voidable transactions, liquidation, and judicial deference in New Zealand are examined.

The article discusses various aspects of a peak indebtedness (PI) rule which is contained in New Zealand's Companies Act 1993 and deals with liquidators and preferential debt payments, and it mentions several legal cases such as Blanchett v. McEntee Hire Holdings Ltd. which deal with the PI rule.

The article discusses the comparative corporate law and mentions corporate veil in favour of creditors in Australia. Topics discussed include power of courts to order pooling in the case of corporate groups, using instrumentality, domination and alter ego theories to justify piercing the veil, and New Zealand courts having power under the Companies Acts to deal with related companies if any of the companies is subjected to liquidation.

The article focuses on the New Zealand court case Farrell and Rogan as Liquidators of Contract Engineering Ltd (in rec and liq) v. Fences & Kerbs Ltd. COA, which dealt with the requirements for defense against insolvent transaction claims under the New Zealand Companies Act of 1993. Information is provided on debt valuation and the repayment of debts after liquidation.

The article focuses on the New Zealand Companies Act of 1993, a set of laws prohibiting director involvement in phoenix corporations in New Zealand. Topics include the impact of the Act on commercial law in New Zealand, if a similar law would be effective in Australia, and the benefits of phoenix company provisions in New Zealand.

The article presents a summary of several New Zealand Court of Appeal's insolvency cases as of December 2012, focusing on legal matters involving issues such as evidence of insolvency to set aside a statutory demand, the appointment of a liquidator, and New Zealand's Insolvency Act 2006. In the case Commissioner of Inland Revenue v. Newmarket Trustees Ltd., the court deals with corporate debt and Section 241(4)(a) of the nation's Companies Act.

The article focuses on related party transactions law in New Zealand compared to that of Australia. Topics include corporate accountability for finance failures, corporate governance principles, and the disclosure requirements of public companies in New Zealand. Information is provided on waivers on disclosure requirements.

The article focuses on the New Zealand government's announcement that a continuous disclosure regime would be applied to state owned enterprises (SOEs) in 2010. Topics include the principal-agent framework, information disclosure for corporate shareholders, and continuous disclosure for publicly-listed companies (PLC).

The article focuses on the New Zealand Unit Titles Act 2010 (UTA 2010). Topics include ultra vires corporate rules, the amendment of rules by majority resolution, and the decision-making procedures of the corporate body. Information is provided on corporate opt-in provisions and the definition of special resolutions.