This book is only available in PDF format

Authors:  John Land, Peter Watts KC
Published: 29 June 2017
Pages: 80

Introduction

A company exists because there is a rule (usually in a statute) which says that a persona ficta shall be deemed to exist and to have certain of the powers, rights and duties of a natural person. But there would be little sense in deeming such a persona ficta to exist unless there were also rules to tell one what acts were to count as acts of the company. It is therefore a necessary part of corporate personality that there should be rules by which acts are attributed to the company. These may be called ‘the rules of attribution’.¹

In the recent Hong Kong Court of Final Appeal decision in HKSAR v Luk Kin² the Court of Final Appeal summarised the recent authorities as having made it clear:

that in every case the criteria for attribution must be such as will give effect to the purpose and policy of the relevant substantive rule, whether that rule is contained in a statute or the common law.

Until recently the leading decision on attribution was Meridian Global Funds Management Asia Ltd v Securities Commission.³ In that case, Lord Hoffmann listed three types of rules for attributing conduct (and states of mind) to the company being primary rules of attribution, general rules of attribution and special rules of attribution. (Continued) 

_____________________
1 Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 3 NZLR 7 (PC) per Lord Hoffmann at page 11.
2 HKSAR v Luk Kin [2016] HKCFA 81 at [41].
3 Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 3 NZLR 7 (PC).
 

Content outline

• Attribution of actions or knowledge of individuals to the company
• The place of the informal unanimous assent doctrine in New Zealand company law
• The basics of the rules on obtaining an enforceable contract from a company
• Directors’ duties
• Shareholder remedies
• Personal civil liability of directors to outside parties