Company Law in New Zealand, 2nd edition

Part 1: The fundamentals of property law
1. The company in context
2. Corporate personality
3. The consequences of incorporation
4. Formation of companies
5. Constitution and other governance instruments
6. Shares
7. Distributions
Part 2: Operating the company’s business
8. The division of powers between directors and shareholders
9. Directors – definition and status
10. Company meetings
11. Company contracting
Part 3: Directors’ duties
12. Directors’ duties - sources and beneficiaries
13. Duty to act in the best interests of the company
14. Liability for profiting
15. Conflicts of interest
16. The directors’ duty of care, skill and diligence and compliance with the Act and constitution
17. Insolvency and directors’ duties
18. Duties owed to shareholders and the duty to act for a proper purpose
19. Ratification of directors’ breaches of duty
Part 4: Shareholder’s rights and remedies
20. Shareholder remedies: personal rights, corporate rights and the derivative action
21. Shareholder remedies: winding up, buy-outs and relief from oppressive, discriminatory or unfairly prejudicial conduct
Part 5: Accounts, audits and records
22. Accounts, audits and records
Part 6: Mergers, takeovers and amalgamations
23. Corporate takeovers
24. Amalgamations
Part 7: Formal insolvency
25. Insolvency proceedings