With the lessons that have emerged from the latest global financial crisis and a number of events reshaping the health and safety framework in New Zealand, it is key for directors and management to keep up to date with legal developments that are relevant to their roles.

This new edition sets out in a clear and concise manner the duties imposed by law on directors and includes new commentary on the evolution of the interpretation by the courts and the regulators of these matters. Comprehensive indexes, cases and statute tables ensure relevant information is easily located.

Topics covered include:

• directors: definition and role
• eligibility and appointment
• termination of office
• powers
• duties
• special responsibilities
• directors’ meetings
• disclosure
• criminal and civil liability
• directors and shareholder litigation
• insider trading
• company secretary.

The book has been updated in light of changes brought about by the Financial Markets Conduct Act 2013 coming into force and the redevelopment of the health and safety framework. Practical guidance is given on the steps that can be taken to meet the stricter standards.

It is an essential resource for directors, governance professionals, management and their advisors, helping them to keep up to date with the legal requirements and developments critical to their roles.

About the authors:

Silvana Schenone is a Partner at MinterEllisonRuddWatts.  She has extensive experience in advising local and foreign clients on a range of corporate matters, including M&A, takeovers and securities laws both in New Zealand and overseas. Silvana has been involved in iconic New Zealand transactions in the last decade, advising corporates and their directors in strategic situations. In particular, Silvana lead the team advising on the first IPO under the Financial Markets Conduct Act and on the first Scheme of Arrangement since the Companies Act changed in 2014. Silvana holds a Master in Laws from Harvard University, specialising in corporate law and governance.

Igor Drinkovic is a senior solicitor at MinterEllisonRuddWatts’ corporate and commercial team in New Zealand. Igor specialises in public M&A and, in particular advising on Takeovers Code and NZX Listing Rules issues. His work also includes advising on schemes of arrangement, private equity investments, international securities offerings and general corporate advisory work. Igor holds a Bachelor of Laws (with Honours) and a Bachelor of Commerce from the University of Auckland.