Practical Law New Zealand resources for those new to company law | Practical Law

Practical Law New Zealand resources for those new to company law | Practical Law

This toolkit provides information on key resources available on Practical Law New Zealand to help lawyers who are unfamiliar with company law to navigate this topic.

Practical Law New Zealand resources for those new to company law

Practical Law ANZ Toolkit w-032-1861 (Approx. 20 pages)

Practical Law New Zealand resources for those new to company law

by Practical Law New Zealand
Published on 09 Aug 2021 • New Zealand
This toolkit provides information on key resources available on Practical Law New Zealand to help lawyers who are unfamiliar with company law to navigate this topic.

Welcome to Practical Law New Zealand's Company law topic

This toolkit provides information about the key resources available in Practical Law New Zealand's Company law topic to help lawyers unfamiliar with company law to navigate this topic.
The Company law topic provides up-to-date, practical resources for those practising in the area of company law. Our resources are created and maintained by our team of legal specialists and supplemented with materials written by company law experts at leading firms.
Our company law resources cover a range of subjects including company formation, company administration and meetings, shareholder arrangements and directors' issues.
In addition to highlighting key company law content, this toolkit provides guidance on how to get the most out of Practical Law. We provide tips on how to use our resources most effectively, and how to navigate the Practical Law website, including links to user guides and training support.
To give you a comprehensive introduction to company law, we also link out to relevant resources within the Company law topic.
For additional guidance relating to practising in-house, see our In-house topic.
References to CA 1993 and the CAR 1994 in this toolkit are to the Companies Act 1993 and Companies Act 1993 Regulations 1994, respectively.

What is company law?

In practice, the terms company law, corporate law and corporations law are often used interchangeably.
The term company law typically encompasses the laws and regulations that govern the creation, operation, management and dissolution of companies and other bodies incorporated under and regulated by the CA 1993 and the CAR 1994. It also includes entities administered by the Financial Markets Authority (FMA).
A reference to corporate and commercial law usually captures a broader array of legal practice relating to business and investment law generally. It can include the law relating to partnerships, joint ventures, business acquisitions, commercial trusts, franchises and charities. For resources on many of these topics, see Toolkits:

What to expect as a practitioner of company law

The role of a company law practitioner is as broad and varied as the topic area. Although the work will generally centre on matters related to companies incorporated and regulated by the CA 1993 and CAR 1994, the scope of the work will often be expansive. For example, you may be asked to advise on the incorporation of a company and how to comply with the statutory and regulatory requirements of that company. You will require a comprehensive knowledge of corporate and commercial law.
More specifically, you can expect to get involved in some or all of the following:
  • Drafting company constitutions and agreements (for example, shareholders' agreements) and advising on existing contractual relationships, rights and obligations; terminating or varying agreements and advising on the consequences of these transactions.
  • Advising an entity or its shareholders on the shareholders' rights and obligations and advising on and documenting changes to the company's share structure.
  • Assisting directors to understand and comply with their directors' duties.

Tips on how to use our content

Here are some suggestions on the various ways that you can use our resources:
  • If you are asked to attend a meeting with a client about a topic that you are not that familiar with, or you know has been impacted by recent changes in law, take a look at the overview practice note, which will give you a high-level understanding of the topic and the current legal requirements. For example, if you are meeting a client who is concerned that they may have been acting as a de facto director, Practice note: overview, Types of director will give you an overview of the topic and confidence that you are aware of the consequences of being a de facto director.
  • If you are asked to draft a document based on high level instructions from your client, refresh your memory about the issues relating to that type of document by reviewing the relevant practice note or the drafting notes in the relevant standard document. For example, if asked to draft board minutes, notices and resolutions for an upcoming board meeting, take a look at Practice note, Board meetings to quickly remind yourself of the procedural and legal requirements.
  • Before using one of our standard documents, reading through the whole standard document and its integrated drafting notes will allow you to understand the intention of each clause, which will help you to better amend it to reflect the terms of the specific transaction.

Materials

Resource types

Practical Law New Zealand's Company law topic provides access to a collection of practical resources that is constantly updated to reflect the latest changes in law and practice. This ensures that practitioners of company law remain up-to-date with legal developments and the practical implications of those developments, without needing to wade through lengthy and, often, irrelevant cases, commentary and legislation.
Our materials include the following types of resources:
  • Practice notes. Our practice notes provide clear and up-to-date explanations of law and practice. We consult primary sources, practitioners and leading texts, distilling the principles so you can advise with confidence. These are likely to be your best starting point when looking at a particular aspect of law for the first time. For a full list of Practical Law New Zealand's company law practice notes, see Company law practice notes.
  • Standard documents. Standard documents are template documents that include agreements, minutes, notices and letters. Created by our team of experts to assist you when drafting, our standard documents include embedded drafting notes, which provide guidance on issues to consider when drafting and negotiating the document. They can be downloaded in Word for easy editing. For a full list of Practical Law New Zealand's company law standard documents, see Company law standard documents and drafting notes.
  • Checklists. Our checklists provide a quick point of reference on the law as it applies in practice and can be used to ensure that you have all the relevant bases covered. For a full list of company law checklists, see Company law checklists.
  • Glossary. The glossary provides definitions of key terms that you may come across when considering matters of company law. For access to our full list of glossary terms, see Glossary.
  • Videos. A compilation of short videos featuring trainings and thought leadership for lawyers on various areas of practice, such as contracts, data protection, technology and social media, are available on demand. For access to our library of video resources organised by category, see Practical Law New Zealand's on-demand video library.
  • Global guides. Global guides provide Q&A overviews of law and regulation in more than 100 countries, with in-depth coverage available for more than 20 key jurisdictions. The Q&As span more than 60 unique Country Q&A sets, are written by leading lawyers, and can be viewed individually or through a Country Q&A comparison tool which allow users to compare answers to key legal questions across various jurisdictions. For a full list of global guides across various areas of law, see Global guides.

Navigating Practical Law New Zealand's Company law topic page

Content on Practical Law New Zealand's Company law topic page can be reached in several ways, including:

User guides

For a general guide on how to use the Practical Law website:

Training on using Practical Law New Zealand Company law

Free training on how to use Practical Law more effectively and get the most out of your subscription is available in a variety of formats:
  • Interactive online training sessions are designed to provide an overview on the features and functionality of Practical Law. For a comprehensive schedule of available training sessions, see Practical Law Webinars.
  • Personalised training from a member of our team can be given in your office, over the telephone or online to increase your confidence in using Practical Law. To request a personal training session, see Request Training.

General contract law and boilerplate

A firm understanding of the fundamental principles of contract law is vital for any lawyer working within the area of company law. Practical Law New Zealand's Contract law topic offers a series of practice notes covering these principles, together with practical guidance on drafting contracts.

Key contract principles

The Toolkit, Contract management and administration provides links to Practical Law New Zealand's core contract law practice notes, which explain the key principles governing a New Zealand law contract from formation through to termination. Areas covered include:
  • Contract formation.
  • Variation of contracts.
  • Assignment, novation and subcontracting.
  • Terminating a contract.
  • Remedies for breach of contract.
For a full list of all our contract practice notes, see the Contract law topic index.

Drafting contracts: guidance

Most contracts follow a similar skeleton structure. We provide practice notes to guide you through the function of each part of the contract. We also have notes highlighting issues associated with particular types of clauses. All these resources are listed in the Toolkit, Contract management and administration and the Contract law topic homepage. Key introductory resources include the following Practice notes:
In addition, detailed drafting notes are integrated into each Practical Law New Zealand standard document and clause, which provide contextual guidance on the clauses and what they are intended to achieve. The drafting notes may cover how the clause can be adapted to fit particular situations, and the legal and negotiating issues of each clause from the point of view of each of the parties.
For a full list of Practical Law New Zealand's contract law standard documents and clauses, see Contract law standard documents and drafting notes and Contract law standard clauses and drafting notes.

Execution formalities

The formalities required for execution will vary depending on the type of contract being signed, the identities of the parties signing and the governing law of the contract. For a guide to Practical Law New Zealand's resources relating to the valid execution of deeds, agreements and other documents, including links to the relevant resources, see Toolkit, Execution of deeds, agreements and documents.

Clause banks

Boilerplate clauses

Boilerplate clauses are generic clauses that generally deal with the operation of the contract itself (and not necessarily with the specific transaction between the parties). They can be found in all types of contracts.
Common boilerplate clauses include Standard clauses:
Standard documents, Boilerplate agreement and Boilerplate deed set these out, and include detailed drafting notes for each clause, explaining its purpose and the associated legal and negotiating issues from each party's perspective.

Additional clause guidance

In addition to boilerplate clauses, we provide detailed guidance on some of the more complex contract clauses. For example, see Practice notes:
For a full list of common contract templates including agreements, deeds and notices, and generic boilerplate clauses, see the General contracts and boilerplate topic index.

Company law content

Practical Law New Zealand's Company law topic provides in-depth guidance on a range of other specific topics relevant to a practice in company law. In addition to core topics such as company formation, company administration and corporate governance, our content includes information on legal issues relevant to directors and shareholders.
Our resources also keep up-to-date with the many obligations imposed on companies, such as information on financial reporting requirements.

Company formation

Parts 2, 4, 5 and 6 of the CA 1993 deal with registering a company and a company's basic features, including its constitution, the register of shareholders and the company's name.
For an introduction to incorporating a company and information about company names, see Practice notes:

Company administration and meetings

Board meetings

For information about meetings of the board, the statutory requirements for board minutes and how written resolutions may be used, see:

Record-keeping and financial reporting

Correct record-keeping and financial reporting by companies is a core compliance issue. The role of auditors is central to ensuring a company's compliance with these obligations.
For information on company record-keeping generally, see:
For information on auditors, see Practice note, Auditors: appointment, removal, rights, duties and liability.

Corporate governance

Corporate governance, in general terms, refers to a company's internal management framework of systems, checks and balances, processes and policies. Legislation, the company's constitution and industry associations to which the company is a member all impose obligations and guidelines for corporate governance. For more information, see Practice note: overview, Corporate governance.

Directors

Directors are usually the ultimate decision-makers for the company. Directors are subject to fiduciary, common law, statutory and contractual duties, including the duty to act in good faith and in the best interests of the company.
For detailed information about different types of directors and their powers and duties, see:
For information about appointing directors, see Practice note, Appointment of directors.

Shareholders

All companies must have at least one shareholder. However, many companies have many shareholders, each with certain rights against, and potential liabilities to, the company.
For more information, see Practice note, Shareholders, shareholder liability and classes of share.

Dividends

The most common method by which a company returns value to its shareholders is by paying a dividend. For more information, see Practice note, Distributions.

Share capital

Factors affecting how and when a company can issue shares, transfer shares, return value to shareholders or vary the rights associated with its shares are found in the CA 1993, the company's constitution and the terms of the shareholders' agreement (if any). Companies listed on New Zealand's Exchange (NZX) will also be subject to the NZX Listing Rules. Contractual and other legal arrangements can also affect these dealings.
For information about the issue, transfer and other treatment of shares, see:

Additional tools and resources

In-house resources

Our In-house topic provides a wide range of resources for in-house lawyers and lawyers transitioning to an in-house role.
Our in-house resources include the following Practice notes:
For a full list of in-house materials, see our In-house topic index.

COVID-19 resources

Practical Law New Zealand has produced a number of resources on the 2019 novel coronavirus disease (COVID-19) to help practitioners as they navigate the legal, practical and business risks arising from the pandemic. The full list of resources produced by Practical Law New Zealand and Australia in response to COVID-19 can be found at the COVID-19 (Coronavirus) Resources page. Some highlights include:
Additional cross-jurisdictional guidance on COVID-19 can be found in the:

Linking to Westlaw NZ

Practical Law New Zealand's maintained resources come with complimentary one-click links to cases on Westlaw NZ, allowing you to examine the law for yourself. If you wish to dig deeper and access the extensive legislation, case and commentary resources on Westlaw, you will need to have the relevant Westlaw subscriptions.

FirmStyle

FirmStyle is a feature of Practical Law New Zealand that automatically converts Practical Law's standard documents and standard clauses into your house style, at a fraction of the time and cost of doing it yourself.
For further information, see Help and information note, Practical Law FirmStyle.

Feedback

We strongly value any input that users may have on how to improve both the content and user experience of the Practical Law platform. As such, we welcome any feedback relating to topics you would like to see covered on Practical Law New Zealand or ways to make the service more user-friendly. You can provide feedback in two ways, including:
  • Via the "Feedback" link found at the top and bottom of the Practical Law portal.
  • Via the "Provide Feedback" button found at the bottom of the toolbar on the right-hand side of all Practical Law resources. This option allows you to provide feedback relating to the content in the specific resource in which the feedback button was used.

Automated documents

A selection of our most popular standard documents is available as Practical Law Automated Documents, powered by Contract Express. Users have the option to automate the completion of these documents using a user-friendly questionnaire, allowing you to produce a first-draft document in less time, based on expertly drafted and fully maintained Practical Law New Zealand precedents. This will ensure quality and consistency so you can delegate drafting with confidence.
For guidance on the functionality of Contract Express, see Automated documents user guide.

Other Practical Law content of interest to company law practitioners

Global

Practical Law offers a Global homepage. Depending on your subscription, you can browse by country, with jurisdiction-specific resources written by local experts. There is a helpful Country Q&A comparison tool where you can compare answers to key questions across multiple jurisdictions. You can also keep up-to-date on key legal developments across the globe. You can access the Global content by clicking on "Global Home" in the far left of the top bar of the Practical Law homepage.

Practical Law Australia

Practical Law Australia produces a wide range of materials spanning a variety of different practice areas, including:
For a full list of the Practical Law Australia offering, see the Practical Law homepage.

Keeping track of developments

Customer portal

Thomson Reuters' Customer Portal offers a range of training and content awareness services as part of your subscription to Practical Law. You can sign-up to email notifications, newsletters and alerts relating to platform updates, migration activity, feature spotlights, tips on utilising the platform, planned maintenance and other critical information impacting all users through the below subscriptions:
  • Monthly newsletter. To receive information on content updates, best practice tips for utilising Practical Law and more, sign-up here.
  • Daily product alerts. To receive product updates on each of Thomson Reuters' knowledge solutions via email or RSS feed, click on the links below:
    • All Categories (Email) (RSS);
    • Westlaw NZ (Email) (RSS);
    • new Westlaw (NZ) (Email) (RSS); and
    • Practical Law Australia (including the New Zealand Resource Centre) (Email) (RSS).
Guidance on how to further personalise your Practical Law experience can be found in the Practical Law User Guide.