The risk of company directors in New Zealand being found liable for corporate fault has expanded in recent years. An increasing number of statutory provisions provide for liability for directors. When the Companies Act 1993 was introduced, it was accompanied by howls of outrage from those who...

In this case study we address the issue of CEO succession drawing directly on the experience of the board of directors of Air New Zealand. Despite extensive literature on CEO-board relations, there has been a scarce number of studies on managing the processes of CEO succession and appointment...

This chapter explores the experiences of a group of New Zealand-based organizations from a range of industries and sectors in responding to the challenges wrought by COVID-19. Focusing on the board of directors, we relate the lived experiences of CEOs, board chairs and directors in handling the...

Can shareholders of a company override a management decision made by the board? The answer, at least since Automatic Self-Cleansing v Cuninghame [1906] 2 Ch 34 (CA) in 1906 has been an unequivocal no. In fact, as implied by Cozens-Hardy LJ in Cuninghame, the answer has been no since the statutes...

This paper argues for an entity-based understanding of the modern company, recognising capital was severed from the holders of shares with the advent of limited liability. This division was instrumental in the development of the modern company and was implicitly recognised in Salomon. The modern...

The modern business corporation or company is a primary tool of capitalism. The aggregation of capital in the corporate entity has provided an impetus for growth and development that could never have been anticipated when the first general incorporation statutes were passed in the middle of the...

The argument set out in this article is that the modern company is a creature of the state, with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place a legal person is created. Status as a legal person is different to the type of...

With talk of driverless companies and bots substituting for human beings on company boards either in part or completely, the spectre of a future controlled by entities devoid of human beings is upon us. But has the future been here for longer than we all realise; has the corporation really...