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Commercial Law


Click on the below headings for more information.

When M&A Goes Wrong - Lessons Learned and How to Avoid the Pitfalls | 2 CPD hours

From the smallest deal to the largest, M&A by its nature involves entire businesses and is always complex.

In this On Demand session, Cameron Taylor and Ben Jacobs will draw on their combined four decades of experience buying and selling businesses to draw out where they have seen transactions go wrong, what can be learned from those experiences and how to avoid similar issues recurring on your own deals.


Learning outcomes

  • Acquire a better understanding of key risks in M&A transactions.
  • Receive guidance about when and how early preparation can help prevent later issues.
  • Understand the benefits of thorough due diligence, including the appropriate use of vendor due diligence.
  • Receive the benefit of practitioners' perspectives on the relevant transaction documentation.

Who should view?

General practitioners as well as junior to intermediate commercial lawyers seeking to develop further their core skills. Accountants and financial advisers seeking to better understand the legal dimension to M&A may also benefit from viewing.


Feedback from previous attendees:

  • Speakers presented well from experience.
  • Very experienced and well informed presenters.

More information...

Understanding the Value of Company Valuations: Law - Theory - Practice | 2 CPD hours

Why do lawyers need to worry about company valuations and fair value? Isn’t it something for expert accountants and financial analysts to sort out at the relevant time?

Focusing on private companies, this On Demand session explores when the need for company/share valuations arises in practice (other than the sale and purchase of a business), how the issues are usually dealt with (or not dealt with), key terms and methodologies, and how having a greater understanding of these matters will help you instruct (or provide for referral to) an expert to determine valuation.


Learning outcomes

  • Gain a better understanding of the circumstances where share value is important, and what the law requires.
  • Become more knowledgeable about the meaning of various key terms, and their implications.
  • In respect of valuation methodologies, delve into key practicalities such as critical issues and how these impact on the end result.
  • Benefit from practical tips for drafting clauses, and instructing and dealing with experts.

    Who should view?

    Commercial/corporate lawyers and general practitioners. Litigators may also find this topic valuable.


    More information...

    Company Constitutions - One Size Does Not Fit All | 1 CPD hour

    A company constitution is often considered to be a standard template document, but the type of document which is suitable to a particular company can differ significantly and will be influenced by factors like:

    • whether there is a separate shareholders agreement;
    • whether there are different types of shareholders (including whether the company has financial investors);
    • the number of shareholders (key thresholds being 10 and 50);
    • whether the company is a Code Company under the Takeovers Code or listed on the stock exchange; and
    • whether the company is a subsidiary.

    This On Demand session covers the key variables which will be influenced by these factors, including issues like:

    • whether pre-emptive provisions are appropriate for share transfers and new share issuances;
    • different approaches to pre-emptive provisions;
    • what are drag along and tag along provisions, are they desirable and what are the suitable thresholds for them to apply?;
    • different approaches to governance, including how the board of directors is appointed; and
    • what decisions should require approval of a special majority and whether that should be at board or shareholder level.

    Learning outcomes

    • Improve your understanding of the factors that will influence the type of constitution that will be right for a particular company.
    • Gain insights into the resulting key variables for your client.
    • Enhance your knowledge of how to tailor your constitution for the specific type of client for whom you are acting.

    Who should view?

    Corporate/Commercial lawyers and general practitioners. Accountants and directors may also benefit from viewing.


    Feedback from previous attendees:

    • Delivery and informative overview of company constitution.
    • Good coverage of different topics in a relatively short time.
    • Clear concise presentation.

    More information...

    International Distribution Agreements | 1.25 CPD hours

    Taking a product to overseas markets might be an attractive proposition for a business client but it carries varied and multiple risks.There are numerous considerations such as freight, customs and jurisdiction; and country-specific factors to add to the matrix.

    This On Demand session provides guidance on how your clients can safely and successfully sell their products to the world, and in turn offer you an opportunity to enhance your relationships with them.


    Learning outcomes

    • Get a feel for the export landscape, including opportunities and resources available plus current trends.
    • Become apprised of key considerations and the models available for distribution.
    • Delve into the operational aspects of distribution of which you and your clients need to be aware, including channels, pricing, performance and exit.
    • Receive a checklist of legal and operational matters in this area to assist you minimise your clients’ risk and facilitate your own best practice.

    Who should view?

    Commercial lawyers of all levels of experience and general practitioners who do some commercial work.

    Business development managers and sales managers would also find this On Demand webinar valuable.


    Feedback from previous attendees:

    • Covered a broad range of issues relatively succinctly catering to a range of experience levels.
    • Very practical and useful.

    More information...

    Takeovers Code - Refresher & Update | 1 CPD hour

    Could you take on a takeover? Would you be able to advise a company with close to 50 shareholders of the implications of the Takeovers Code? Are you aware of the Takeovers Panels attitude to schemes and amalgamations?

    This On Demand session will equip you with information about key takeover issues.


    Learning outcomes

    • Understand about becoming a “Code company” and the implications of it on shareholder governance arrangements and acquisitions, including what it means for privately held Code companies.
    • Become updated on recent regulatory changes and their application to Code companies.

    Who should view?

    Intermediate to senior commercial lawyers, and in-house counsel. Investment bankers, accountants and company directors may also benefit from attending.


    more information...

    Major Transactions | 1 CPD hour

    It may not always be readily apparent that you are advising on a major transaction.

    If you are, what are the relevant legal and accounting matters that need to be considered?


    This On Demand session considers:

    • what types of transactions fall into this category;
    • how the companys assets should be valued;
    • what contingent liabilities are and how they should be valued for the purposes of the major transaction test;
    • what duties directors have; and
    • what rights shareholders have, in relation to a major transaction.

    Who should view?

    Intermediate to senior commercial lawyers and in-house counsel, as well as commercial lawyers who practise some commercial law. Accountants may also benefit from viewing.


    On Demand feedback received

    • “On Demand recorded webinars are the way of the future”.
    • “I love the convenience of being able to stay at my desk and learn!”.
    • “Love On Demand with the interactive CPD component. Very user friendly and I am able to do outside of normal office hours and at home”.

    More information...

    Navigating Shareholder Disputes | 1 CPD hour

    Understanding litigation risk when dealing with shareholder disputes is essential. Getting it right at the negotiation stage can save your client time, money and other adverse fallout.

    This On Demand session covers the statutory remedies available to shareholders and developments in recent case law.


    Learning outcomes

    • Gain practical insight into dealing with some issues which arise in the pre-litigation context.
    • Gain an overview of derivative actions and actions by 'prejudiced shareholders'.
    • Learn how to deal with 50/50 shareholder deadlocks.
    • Develop an awareness of the overlap with other areas of law such as relationship property and employment

    Who should view?

    Intermediate to senior commercial lawyers and in-house counsel. Accountants, especially those who provide services for smaller companies, may also benefit from this webinar.


    Feedback from previous attendees

    • "This was a useful commercial topic. The presenter's observations were common sense and practical - much appreciated".
    • "I found the webinar extremely useful and practical. The presenter was very prepared and her notes were extremely helpful. I appreciated that all of the various options were discussed as were the considerations that the Court will take into account in each of them."
    • "I thought the speaker presented well and made it interesting."

    More information...

    Raising Capital from Private Investors or the Crowd | 2 CPD hours

    Raising sufficient investment capital can be critical - but also challenging for a company wishing to start up or take off.

    What does the law proscribe and permit? What investment options are available? What issues should be addressed during the negotiation phase? What course should the investment process follow? What should the paperwork look like? When might nominee companies be used?

    Those acting for investment-seekers and investors alike will be able to upgrade their advice after viewing this On Demand session.


    Learning outcomes

    • Acquire a better understanding of the Financial Markets Conduct Act exemptions under which equity capital can be raised without a regulated disclosure document.
    • Gain insights into the ecosystems in New Zealand for raising capital from private investors or the crowd.
    • Receive guidance on typical terms for an investment by sophisticated private investors or the crowd (including different share rights and control influence, where applicable).
    • Improve your understanding of the investment process.
    • Enhance your knowledge of the investment documentation required.
    • Probe into the potential use of nominee companies.

    Who should view?

    General practitioners as well as intermediate to senior commercial lawyers seeking to further develop their core skills. Accountants and financial advisers would also benefit from viewing.


    More information...

    Crossing the Border - Regulatory Issues Related to Imported Goods | 1.25 CPD hours

    Importing goods is vital to the New Zealand economy and to the existence and success of thousands of businesses here. But it also carries risk and expense, and there are many legal requirements and restrictions. Getting it wrong can be costly, in many ways.

    This On Demand session helps practitioners to better advise and assist their clients.


    Learning outcomes

    • Become better apprised of legislation operating at the Border, including the Customs and Excise Act 2018, legislation operated by the Ministry of Primary Industries and other Government agencies, highlighting areas of exposure for those importing goods.
    • Gain a better understanding of trade agreements, including the potential traps for clients.
    • Receive guidance about the suite of trade remedies legislation.
    • Gain insights into the underlying, and sometimes interwoven, issues in this area of the law.

    Who should view?

    General practitioners, commercial lawyers and litigators at junior to intermediate level or those more senior seeking an update/refresher on this area.


    More information...

    The Sale of Goods Legislation - Principles, Problems and Pitfalls | 1.25 CPD hours

    Most lawyers will be familiar with the Sale of Goods Act 1908. But that Act doesn't even exist anymore! Apart from its name, what has changed - and what has stayed the same - in respect of the law about a contract which is entered into thousands of times a day in New Zealand?

    Presented by the author of Sale of Goods in New Zealand, this On Demand session covers key content (but without mention of carbolic smoke balls!) to assist lawyers whose clients buy or sell goods.


    Learning outcomes

    • Become better apprised about when the sale of goods legislation (now contained in the Contract and Commercial Law Act 2017) applies.
    • Gain a better understanding of the default rules for the passing of property, and title problems with third parties.
    • Become more familiar with the seller’s duties including as to title and fitness for purpose.
    • Receive guidance on the buyer’s remedies, particularly about the interface with the Contractual Remedies Act 1979 and when a buyer can terminate the contract.
    • Enhance your understanding of the United Nations Convention on the International Sale of Goods.
    • Gain clarity on when contracting out is permitted, including the effect of the Consumer Guarantees Act 1993.

    Who should view?

    General practitioners and commercial lawyers at junior to intermediate level or those more senior seeking an update/refresher on this area.


    More information...

    Director's Risks: Managing Personal Exposure | 1.25 CPD hours

    Actions can be brought against Directors personally by one or more of the following persons:

    • a shareholder;
    • the Company;
    • a liquidator;
    • a regulator (for example the IRD); and
    • a holder of a personal guarantee.

    This On Demand session outlines these actions, the consequences, and the practical and legal steps a Director can take to reduce the likelihood of a claim being brought, to improve the chances of successfully defending it and to mitigate its impact on their personal assets if the action is successful..


    Learning outcomes

    Benefit from a greater understanding of:

    • where the risks can arise and how to structure the affairs of a Director so as to minimise any impact;
    • the approach that claimants typically adopt in pursuing actions and some successful strategies in defending them;
    • the protections that:
      • a Company can employ for its directors (including indemnification and insurance), and their limits; and
      • a director can personally implement, including to quarantine any losses incurred.

    Who should view?

    Corporate/Commercial Lawyers and General Practitioners at all levels, as well as those who provide advice to Directors and owners are likely to find this topic of interest. Accountants, Insolvency Practitioners and Financial Advisers will also benefit from viewing.


    More information...

    Tailoring Constitutions for Small Businesses | 1.25 CPD hours

    Although not mandatory for New Zealand companies, constitutions are commonplace - and for small businesses are often the sole governance document. But are they crafted and drafted as well as they should be to meet the particular needs and wishes of the client?

    Looking at key (but perhaps not obvious) clauses to consider including in a constitution, as well as the interface with the Companies Act and with any shareholders' agreement, this On Demand session assists practitioners to design constitutions that suit small-business clients rather than trying to fit those clients into standard configurations and the risks that course may entail.


    Learning outcomes

    • Gain insights into potential legal issues that are either not considered often enough or in sufficient depth in relation to small businesses.
    • To pre-empt those issues, receive guidance on various key (but not obvious) clauses that you should consider discussing with your clients for inclusion in a constitution for small businesses, including as to non-competition by directors and shareholders, dealing with disputes and deadlocks, matters that should require unanimous shareholder consent and what could be provided for if that consent isn’t given in relation to some matters, what exceptions to pre-emptive rights on share transfers really are appropriate, and the effect of unwanted transfers to spouses/ partners due to relationship property issues.
    • Gain a better understanding of the interface between constitutions and the Companies Act, and shareholders’ agreements.

    Who should view?

    Junior corporate/commercial lawyers, general practitioners at all levels, and those who provide governance advice to companies and shareholders, are likely to find this topic of interest. Accountants and directors may also benefit from attending.


    More information...

    Tax Avoidance - Where Do You Draw the Line? | 2 CPD hours

    Unlike the vast majority of the specific provisions contained in the Income Tax Act, Parliament has left the general anti-avoidance provision deliberately general, where the Supreme Court in the leading case on tax avoidance (Ben Nevis) stated that the courts should not strive to create greater certainty than Parliament has chosen to provide. That means that it is often a process of drawing a line in order to distinguish between a permissible tax advantage that has been contemplated by Parliament and one which falls foul of the legislature.

    The presenters provide insights into answering the Supreme Court's ultimate question - whether the impugned arrangement, viewed in a commercially and economically realistic way, makes use of the specific provision in a manner that is consistent with Parliament's purpose. This involves an examination of both an arrangement's legal form and its economic and commercial substance.


    Learning outcomes

    • Develop a greater understanding about the legal context, including the general anti-avoidance provision, key case law and the disputes process.
    • Gain insights into what is taken into account in determining on which side of the line an arrangement falls.
    • Receive guidance on how to determine whether an arrangement (which can include common transactions) is consistent with, or falls foul of, the legislative purpose.

    Who should view?

    Commercial lawyers and general practitioners.


    More information...

    How Secured is your Client? - Why it is Important to Understand the Marshalling Doctrine | 1 CPD hour

    Marshalling is a long-standing equitable doctrine. For the informed practitioner, the doctrine may offer tactical and legal opportunities not necessarily apparent to the unwary. Authorities on marshalling are sparse but recent decisions in the UK and New Zealand evidence that the doctrine could be applied more vigorously to great effect.

    As equity textbooks mostly state bare principles, this On Demand session focuses on the practical application of marshalling by reference to authorities and hypothetical examples. The aim is to help practitioners to identify circumstances where the doctrine can secure a better commercial outcome for clients.


    Learning outcomes

    • Gain a better understanding of the juridical nature of marshalling.
    • Get to grips with the general working of the doctrine.
    • Receive practical advice on how to exercise a marshalling claim.
    • Learn about the limitations of the doctrine.

    Who should view?

    Any lawyer advising clients on secured commercial transactions will benefit from attending, particularly banking and finance lawyers, commercial lawyers, property lawyers and litigators. Lenders and insolvency practitioners may also benefit from viewing.


    More information...

    FMCA Exclusions: The Ins and Outs | 1.25 CPD hours

    There are over 15 exclusions to the full regulated offer regime under the Financial Markets Conduct Act 2013 (FMCA) that allow your clients to make offers with limited or no disclosure. How many do you know? The transitional period is now over, so compliance with the FMCA is mandatory.

    This On Demand session provides practical guidance as to how, and when, to apply some of the most common exclusions under the FMCA, as well as providing an overview of the types of offers that fall within, or outside, the scope of the FMCA.


    Learning outcomes

    • Benefit from understanding how to structure offers to avoid the application of onerous obligations under the FMCA.
    • Gain insights into common exclusions to the full regulated offer regime and relevant reduced disclosure obligations.
    • Learn how to more rapidly assess whether the FMCA applies to a transaction.

    Who should view?

    Corporate/commercial lawyers and general practitioners at all levels, as well as those who provide advice to companies and shareholders on capital raising, are likely to find this topic of interest. Accountants and financial advisers may also benefit from viewing.


    More information...

    Staying Out of Trouble - Companies Act Compliance and Dealing with Potential Shareholder Disputes | 2 CPD hours

    The administrative obligations of companies under the Companies Act are often overlooked, and likewise the need for obtaining and properly documenting board and shareholder decisions. Avoid these potential pitfalls by refreshing your understanding of some of the ongoing compliance and decision-making obligations for companies under the Companies Act.

    The panel discusses shareholder disputes, including remedies which a disgruntled shareholder may seek to pursue under the Companies Act and some of the common mechanisms used in shareholder's agreements to protect the rights of shareholders in the event of a dispute.


    Learning outcomes

    • Refresh your knowledge of some of the ongoing compliance obligations for companies under the Companies Act and the approval requirements for certain transactions.
    • Gain a better understanding of the shareholder dispute remedies under the Companies Act.
    • Learn about some of the dispute resolution mechanisms that may form part of a shareholders’ agreement.

    Who should view?

    Junior and intermediate corporate lawyers who wish to upskill and/or receive a refresher, and general practitioners who do corporate work.


    More information...

    Commerce Act - Insights and Guidance | 2 CPD hours

    Competition law is not always intuitive. Potential and alleged breaches of the Commerce Act 1986 are frequently missed by clients - and sometimes by legal advisers.

    Particularly in the wake of legal developments in this area, lawyers need to be provide accurate, proactive advice and if necessary be able to advise a client about how to deal with a breach.


    Learning outcomes

    • Become updated about legal developments: recent cases and the Commerce Commission’s approach.
    • Gain a better understanding of common issues and trends, like competitor dealings (including industry dealings), restraints of trade, online and multi-channel distribution, ‘hub and spoke’ cases, and merger control.
    • Receive insights into and guidance for dealing with the regulator, including in respect of its compliance and leniency programme.

    Who should view?

    Commercial lawyers at all levels who wish to upskill and/or receive a refresher, general practitioners who do some commercial work and in-house counsel for distributors, franchisors etc.


    More information...

    Limited Partnerships - Unlimited Potential? | 2 CPD hours

    The Limited Partnerships Act 2008 provides commercial clients with another option for structuring an entity - but its suitability in each situation should be well considered in advance.

    This On Demand session covers key topics from the legal and financial perspectives.


    Learning outcomes

    • Reinforce your knowledge of the statutory requirements, structure and distinguishing features.
    • Gain a deeper understanding of the advantages and disadvantages, and in turn the uses and suitability or otherwise for particular circumstances.
    • Get to grips with the tax considerations and impact, including tax allocation.
    • Gain a better understanding of associated matters such as the interplay with securities law and insolvency situations.
    • Understand more about the issues for limited partners, including privacy/disclosure of information and guarantees in financing transactions.

    Who should view?

    Commercial lawyers at all levels who wish to upskill and/or receive a refresher, and general practitioners who do commercial work. Accountants and receivers may also benefit from viewing.


    More information...

    Franchising - The Legal Lifecycle | 1 CPD hour

    With franchising having ballooned in popularity as a method of business growth, so too have the number of franchise disputes. All too often complaints and disputes arise due to franchisees not realising what they have actually signed up for.

    This On Demand webinar covers the lawyer's input at various stages of the franchise lifecycle:

    • Due diligence review of franchise agreements for potential franchisees.
    • Acting for vendor, purchaser or franchisor on the sale of a franchised business.
    • Consideration of common franchise disputes, such as:
      • complaints about the quality of franchisor support and services;
      • enforceability of restraint of trade;
      • breach and termination,

    and how best to resolve these.


    Learning outcomes

    • Gain a better understanding of the current law relating to franchise set-up and disputes.
    • Receive practical advice on how to step through the legal pitfalls for franchisees and franchisors to ensure clients have realistic pre-contractual expectations.
    • Become better placed to advise clients about options for avoiding and resolving disputes that arise during and at the end of the franchise relationship.

    Who should view?

    General practitioners and commercial lawyers advising franchisees or franchisors; lawyers with an interest in franchising. Accountants and business brokers with an interest in franchising may also benefit from viewing.


    More information...

    An Insider's Guide to Commercial Lending & Borrowing | 2 CPD hours

    Take advantage of this opportunity to gain a practical understanding of the corporate financing process. Appreciating the banks' legal, risk and credit requirements ensure you are better placed to advise borrower clients and meet your own practitioner obligations.

    Watch our experienced panel discuss common documentary and negotiation pitfalls together with outlining practical steps to take in concluding a successful bank funding transaction.


    Learning outcomes

    • Gain an insight into the bank credit process, including deal structuring and instructions to lawyers.
    • Gain a better understanding of the reasons for key commercial terms – plus when and how it may be possible to negotiate them.
    • Refresh your understanding of practitioner obligations and settlement risks when acting on bank funding transactions.

    Who should view?

    Lawyers with clients with transactions involving commercial lending or borrowing.


    More information...

    Understanding Peer-to-Peer Lending: Information & Insights | 1 CPD hour

    The current hot topic in lending circles is peer-to-peer (or person-to-person or P2P) lending. However, there is some lack of knowledge and even misunderstanding about what it is, how it works, what it offers, the parties involved and differences that exist between providers.

    Presented by an experienced lawyer and the managing director of one of the few licensed providers, this On Demand session equips you with knowledge to assist you to advise both potential investors and borrowers.


    Learning outcomes

    • Understand the legal context and requirements, as well as the commercial rationale, for peer-to-peer lending.
    • Become aware of the role of the platform provider, and how this may vary between providers.
    • Gain insights into the potential risks and rewards involved.
    • Understand when peer-to-peer funding may be a suitable option for your client (either as investor or borrower).

    Who should view?

    Commercial lawyers, in-house counsel and general practitioners who do some commercial work. Accountants, financiers, receivers and liquidators may also benefit from attending.


    More information...

    Shareholders' Agreements - A SHAG for Every Purpose | 1 CPD hour

    Shareholders' agreements are not a one-size-fits-all document. Each shareholders' agreement needs to be crafted to reflect the company's shareholding structure and growth aspirations. The agreement that might work well for a joint venture between two corporates will not meet the needs of a small company with founder shareholders or of a growth company that has taken on external investment.

    This On Demand session compares and contrasts the different types of shareholders' agreements and focuses on what you should include in a shareholders' agreement to make it fit for purpose.


    Learning outcomes

    • Understand when a shareholders' agreement is necessary.
    • Learn about tailoring shareholders' agreements to meet the needs of different types of businesses and different ownership interests.
    • Understand why provisions that are essential in some forms of shareholders' agreement are counter-productive in others.
    • Be better equipped to advise on common issues arising when preparing shareholders' agreements.

    Who should view?

    Corporate/commercial lawyers. General practitioners, as well as those who provide structuring advice to companies and shareholders, are likely to find this topic of interest. Accountants, directors and shareholders may also benefit from viewing.


    More information...

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