Companies Act 1993 Reform in 2024

Overview

The Government has announced plans to amend the Companies Act 1993.  A first phase will propose legislative change that modernises, simplifies and digitises the Companies Act, according to the Minister of Commerce and Consumer Affair’s August 2024 announcement. There will also be amendments to insolvency law. Change is long overdue and will address some longstanding issues. This particularly true for proposals to remove the requirement for directors’ residential addresses to be publicly available on the Companies Register.  The harm this is causing to IoD member directors is significant and allowing directors to provide an address for service rather than their residential address will provide comfort.  These changes are only the first phase. 

The second phase of reforms will involve the Law Commission carrying out a review of directors’ duties.  The starting point for this review is uncertainty about company director duties in insolvency situations highlighted by the Court of Appeal’s and the Supreme Court’s Debut Homes and Mainzeal judgments.  There is the potential that the Law Commission’s recommendations may extend to incorporated societies (where an incorporated societies’ officers have a duty to avoid ‘reckless trading’ that is similar to the duty imposed upon directors) and even beyond to trust boards and Crown entities.

Corporate law experts from Dentons will work through these key issues outlining the proposed changes to the Companies Act 1993, discussing why these changes are being made and whether they are sufficient to address corporate law issues. They will also discuss the role that the Law Commission’s review of director duties could play in supplementing the initial reforms, and what more may need to be done.

James McMillan

James McMillian is an experienced commercial litigator at Dentons who enjoys resolving disputes. He specialises in insolvency law, helping creditors and insolvency practitioners with businesses in financial distress. 

James brings over 20 years of experience to his work and, as a general litigator, he acts on a wide range of corporate, banking, and property disputes. James works hard to resolve disputes as soon as possible and enjoys representing clients in court if that is required. James has appeared as lead counsel in the Court of Appeal and in numerous defended High Court and District Court hearings. He is also an experienced mediation counsel. 

James leads the firm’s Restructuring and Insolvency team and has been involved in some of New Zealand’s highest-profile insolvency cases. 

James is ranked in Chambers Asia Pacific 2024, as well as being acknowledged as a leading individual by Legal 500 Asia Pacific 2024. He is described as 'an expert in insolvency and has a natural ability to home in on exactly what his clients need'.

James is also recognised as highly regarded lawyer in IFLR10002024.

Nick Scott

Nick Scott is a partner in Dentons Corporate and Commercial team with over 35 years’ experience who enjoys helping his clients achieve their commercial goals. He focuses on M&A, helping clients to buy and sell businesses and companies – including those covered by the Takeovers Code, and joint ventures. He also advises insurers in relation to the placement of M&A warranty insurance policies. 

He provides advice to many clients on the Financial Markets Conduct Act, NZX issues, start-up related legal issues, franchise law, security industry issues, Pharmac contracts, and on a wide range of commercial contract matters. He also helps resolve pre-litigation disputes between shareholders and at board level, as well as between parties to a variety of contractual arrangements. 

Nick advises a wide range of commercial clients, including listed companies, local subsidiaries of multi-national companies and privately held New Zealand companies (including start-up companies wanting to raise capital). He deals with business owners, directors, C-suite executives, and in-house counsel. 

Nick is recognised as a notable practitioner in IFLR10002024.

Additional information

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Contact

Kristyn Chandler-Yates
National Sponsorship and Events Manager
+64 27 207 2592
Kristyn.Chandler-Yates@iod.org.nz 

This event is sponsored by