Package includes:

On Demand Module  l  Electronic booklet  l  PowerPoint Presentation

Package Fee (incl GST)

• $149 - NZLS members and Associate members
• $179 - Non-members

Note: Access to the online files is via your "My CPD" page. If you would like to purchase multiple packages, please contact us here.

On Demand Module

There is an increasing focus on holding directors personally liable for perceived shortcomings in the performance of their duties upon insolvency and in an expanding range of areas including health and safety and cartel conduct.

How can directors execute their core role of adding value to shareholders’ investments while protecting themselves from potential personal liability, civil and criminal?

This module will consider some of the key issues in this area and enable you to provide your clients, whether directors, shareholders or insolvency practitioners, with practical advice.

The presentation will include commentary on recent Court of Appeal and Supreme Court decisions, as well as consideration of practical protective measures, such as directors’ indemnities and insurance, and their limitations.

Learning objectives

By completing this module you will:

• Gain practical tips on how to advise clients around liability issues.
• Have an understanding of director indemnities and insurance, and their limitations.
• Be up-to-date with recent Courts’ decisions in this area.

Electronic paper 

Authors: Josh Blackmore, Julian Brown 
Published: 30 June 2021
Pages: 29

Introduction

Directors face a growing breadth and depth of potential personal liability. This book broadly (though non-exhaustively) canvasses directors’ duties in New Zealand, the associated civil and criminal liability, and the practical steps that can be taken to mitigate these risks.

This book has the following structure:

• Part One: an overview of the common sources of directors’ duties and liabilities in New Zealand:
– directors’ duties in the Companies Act 1993 (and at common law and equity, which continue to exist in parallel with these statutory duties); and
– a catalogue of other regularly encountered statutory duties and associated civil and criminal consequences;
• Part Two: an analysis of the recent decisions of the Supreme Court in Madsen-Ries v Cooper (Debut Homes) and the Court of Appeal in Yan v Mainzeal Property and Construction Limited (in liq) (Mainzeal) (presently pending leave to appeal to the Supreme Court) and the light they shed, and do not shed, on directors’ duties when trading in the “twilight zone” of near insolvency; and
• Part Three: key themes for directors emerging from the recent caselaw and statutory duties.

The key takeaway of this book is that, while in recent years the legislature and courts have taken an expansive approach to directors’ duties and liabilities, courts ought generally remain slow to substitute judgement where the director(s) has acted in good faith and has taken reasonable steps in the exercise of their duties.

PowerPoint Presentation

These are the slides included in the presentation.