New Zealand Law Society - Directors Powers and Duties, 2nd edition

Directors Powers and Duties, 2nd edition

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Reviewed by Jeremy Browne

When I saw that a new edition of Directors’ Powers and Duties had been published, I was eager to get my hands on a copy. I had on a number of occasions had cause to use the first edition (2009) and always found it to have the answers to the particular problem I was struggling with. I had previously cited passages from the book to courts and tribunals and on each occasion received a warm response from the bench.

The second edition is really an update of the first rather than being a completely re-written text. The first and second editions have exactly the same 13 chapters and are similar in length: 369 pages of text for the first edition and 358 pages of text for the second edition. A comparison of the indexes shows that there are only a handful of changes in the second edition compared to the first (I count seven new sections and three old sections removed). Having said that, there have been a surprising number of legal developments in the last six years and so the new edition – which states the law as at February this year – is clearly justified.

The book is blessed with a good index, a comprehensive list of cases, and a logical structure – all must-haves in order to find what you are looking for. The book also quite clearly states what it is about (directors’ powers and duties, particularly in the context of the Companies Act 1993) and what it is not about (management theories, criminal liability, obligations of directors in relation to securities law, etc).

This is a book for lawyers featuring a lucid discussion on the particular areas of law. In patches it does become a little academic – where the law is unclear or where it is of interest to the author! (There are a number of P Watts articles or texts cited!) For instance, there is an in-depth discussion of the theoretical question of whether New Zealand company law has director primacy or shareholder primacy.

One of the real strengths of the book is the amount of foreign cases cited. Even though this is a New Zealand text, and focuses on New Zealand law – in particular on the Companies Act 1993 – there is liberal reference to authorities from other common law jurisdictions. Such cases may not be easy to find otherwise as they are not cited in other New Zealand practitioner-focused texts on the topic. By way of example, in chapter 11 (which concerns duties owed to shareholders and the duty to act for a proper purpose) there are more than 50 Australian, and more than 50 English authorities cited. There are also cases cited from the United States, Canada, Scotland and, of course, New Zealand. The foreign case law adds great richness to the text. New Zealand being such a small jurisdiction, many of the issues have not been considered as they have overseas.

There is a fantastic amount of detail in such a small book. When reading through it, I gained the distinct impression that I was sitting and learning at the feet of a real expert. And that of course is what Peter Watts QC is. I commend this book to everyone who practises in the field of company law – whether contentious or non-contentious. As a jack of all trades type litigator in a smaller provincial centre, I have found the first edition, and now the second, to be an invaluable resource.

Directors’ Powers and Duties, 2nd edition, LexisNexis NZ Ltd, May 2015, 978-1-927227-98-5, 373 pages, paperback and e-bok, $195 (GST included, p&h excluded).

Jeremy Browne is a director of Whangarei law firm Henderson Reeves Connell Rishworth. He practises in all areas of civil and employment litigation, and estate and relationship property litigation.

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