Corporate governance


Our corporate team works to find solutions that suit the size, complexity and structure of the organisation - and give all stakeholders confidence.

With the spectacular failure of a number of well-known international players, the global economy has been party to an ongoing process of corporate law reform designed to curtail investor scepticism of outdated corporate governance practices.

We understand the principles underpinning the relationships between the board, management, shareholders, creditors and other interested parties.  We work with those groups, using our extensive national and international experience, to establish the most effective value-added solutions for corporate governance issues.

Our corporate governance team advises boards, independent directors, conflicted directors, institutional shareholders, creditors, auditors and other interested parties on a wide range of complex governance and related matters including:

  • Composition and procedures of boards of directors and committees

  • Director and officer fiduciary duties and responsibilities, particularly in mergers and acquisitions and other major transactions

  • Director certifications and disclosure requirements

  • Liability of directors and officers under the Companies Act and other relevant legislation

  • Executive compensation

  • “Best practices” for boards, committees, individual directors and officers

  • Internal and governmental investigations

  • Shareholder and creditor rights and litigation

  • Conduct of meetings of directors and shareholders

  • Preparation and interpretation of constitutions, including reviewing constitutions for compliance with the listing rules of the New Zealand Exchange and the Australian Stock Exchange

  • Statutory reporting requirements and production of annual reports

  • Impact of international developments brought about by the US Sarbanes-Oxley Act and governance issues for New Zealand companies operating or raising capital in the United States, United Kingdom and Australian markets

  • Training programmes for company directors and officers.

Work highlights

Our team

Alastair Hercus

Partner, Wellington

Alastair specialises in public and commercial law. He advises clients on legislative design, decision making by statutory bodies…

  • DDI +64 4 498 7318
  • M +64 21 449 993


Grant Dunn

Partner, Auckland

Grant specialises in corporate and commercial law and has over 20 years experience. He previously spent six years with the London…

  • DDI +64 9 363 0636
  • M +64 21 888 812


Philip Wood

Partner, Auckland

Philip specialises in providing commercial, IT, telecommunication, media and television/film sector advice including strategic advice…

  • DDI +64 9 357 9385
  • M +64 21 624 356


Steve Nightingale

Partner, Wellington

Steve specialises in corporate law including capital raising, mergers and acquisitions (M&A), joint ventures, limited partnership…

  • DDI +64 4 498 7312
  • M +64 27 668 2832