In the journals

Void transactions under the Securities Act 1978
This article focuses on the protection offered to investors under the Securities Act for failure to disclose relevant information in an offer of securities to the public. In particular, the author addresses whether "void" in section 37 of the Act means that the allotment is invalid and of no effect or something much less in practice.

Corporate governance post-Enron
In this paper, Jane Diplock, who has recently been reappointed for a second term as the Chair of the New Zealand Securities Commission, provides an overview of the Commission's view on corporate governance in New Zealand.

The unfitness of directors, insolvency and the consequences some comparisons
The authors examine what level of director's unfitness justifies intervention and the imposition of personal liability particularly in the area where the company is approaching insolvency. The article compares New Zealand's current provisions with the Australian and United Kingdom regimes and concludes that currently New Zealand's law is confused and unsatisfactory and suggests reform along the lines of the Australian model.

What directors need to consider before calling in an administrator and it's not just insolvency
This article discusses how, in Australia, directors who wrongly put a company into voluntary administration may face personal liability actions from aggrieved stakeholders and outlines steps directors can take to protect themselves against such actions.

Schemes of arrangement under the Companies Act 1993
A topical article, given the Takeovers Panel's release of its discussion document on the use of schemes of arrangement. In this article, Sacha Oudyn focuses on the relationship between the schemes of arrangement provisions in the Companies Act and the more specific codes that regulate takeovers, amalgamations and compromises. The article concludes that it may be desirable to reform the schemes of arrangement provisions in the Companies Act to minimise the risk of circumventing the Takeovers Code.

Retention of title and the trans-Tasman supply of goods
This article considers the effect of the different security regimes in New Zealand and Australia on supplies of goods on retention of title terms.

A comparative study between Australia, New Zealand and USA concerning directors' duties when issuing shares as a takeover defence strategy
This article provides an overview of both statutory and common law duties which must be considered by directors in a hostile takeover. The author draws on the US experience in this area to contrast and compare the current situation in Australia and New Zealand but does not discuss provisions specific to listed companies.

Illusion or reality reporting under AIFRS
The first companies to use the Australian equivalent of the International Financial Reporting Standards (IFRS) reported their first half-year results in December 2005. Ann Durie assesses the impact of the new requirements, particularly on investors' perceptions of corporate performance in relation to the new standards. This article is of particular relevance given New Zealand's full adoption of New Zealand's equivalent IFRS for reporting entities from 2007.

Directors' fiduciary duties
With recent New Zealand courts highlighting directors' statutory duties, this Australian article also serves as a reminder that these are not the only duties imposed on directors. Here the author provides an overview of the nature of a director's duties and discusses in detail a director's fiduciary obligations and potential remedies available for breach of a fiduciary duty.

Directors' liability and leaky buildings
Samuel Carpenter examines whether directors may find themselves to be personally liable in the growing number of leaky building cases hitting our court system. He finds that, as yet, there is no definitive answer.

Contemporary challenges in takeovers: Avoiding conflicts, preserving confidences and taming the commercial imperative
Through the medium of a hypothetical fact scenario, Andrew Tuch of the University of Sydney discusses legal, commercial, ethical and other issues that can arise in corporate takeover transactions. Although set in the Australian market, the issues raised are just as relevant for New Zealand directors and legal advisers.

Enquiries and information

For more information on any of the cases, articles and features in Commercial Quarterly, please email Diane Graham or call her on 64 9 916 8849.