Company Law

Giving notice of an amalgamation to secured creditors: every man and his dog?
Under the Companies Act 1993, companies planning to amalgamate must give notice of their proposed amalgamation to their "secured creditors". In this article, Bell Gully senior associate Louise Hill considers who is a "secured creditor" for the purposes of giving such notice in light of the recent decision of the Court of Appeal in Dunphy and Shephard v Sleepyhead Manufacturing Company Ltd and the backdrop of the Personal Property Securities Act 1999 (PPSA).

New bill to improve "practical operations" of the minority buy-out regime
The Government has taken up recommendations made by the Law Commission in 2001 to improve the effectiveness of the minority buy-out provisions in the Companies Act 1993.

Shareholder claims against insolvent companies: does Sons of Gwalia have implications for New Zealand?
New Zealand's increasingly robust investor protection legislation may be good news for some aggrieved shareholders, but in this article Bell Gully senior associate Tim Clarke outlines why, based on overseas experience, it could also result in a slower, more complicated liquidation process and diluted returns for unsecured creditors.

An update on recent amendments to the Companies Act
A summary of amendments made to the Companies Act in September and November includes changes for overseas companies; a new requirement for liquidating a company which has been removed from the register; and the long awaited reform of the Companies Act's insolvency provisions.

No duplicate filing obligations for companies carrying on business in New Zealand and Australia
The New Zealand and Australian Governments have enacted legislation to remove duplicate filing obligations for companies carrying on business in both New Zealand and Australia.

Companies Office releases online voluntary administration service
Administrators are able to notify the Registrar of Companies of their appointment and manage their portfolios using the administration, receivership and liquidation service online.

Delay of mandatory adoption of IFRS
The Accounting Standards Review Board has resolved that companies that satisfy certain criteria are permitted to continue to apply the existing New Zealand Financial Reporting Standards until further notice.

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.