Package includes:

Online CPD Module  l  Electronic Booklet  l  PowerPoint Presentation

Package Fee (incl GST)

• $205 - NZLS members and Associate members
• $255 - 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.

Online CPD Module

Practitioners in firms of all sizes who are advising companies of all types need to ensure that they remain abreast of current legal issues and developments in company law and what they mean on a practical level for their clients. There have been several major decisions in the area over the last few years which have important implications for companies, directors and their lawyers.

This seminar will consider the key recent case law and provide an update on the most important current issues in the company law arena.

Topics covered will include:

• Directors’ duties
• A company contracting refresher
• Unanimous shareholder assent
• Shareholder oppression
• Personal liability of directors for actions taken on behalf of a company
• Attribution of directors’ actions to a company.

Learning objectives

After completing this module you will:

• Be familiar with recent cases and their implications for your clients.
• Understand the principles of company contracting.
• Know about current issues in directors’ liability and shareholder disputes.

Please contact us if you use a dial up internet connection.

Booklet 

Authors:  John Land, Peter Watts QC
Published: 28 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) 

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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).

PowerPoint Presentation

These are the slides included in the presentation.