Corporate governance

Our extensive knowledge of corporate governance will assist you to find solutions that suit the size, complexity and structure of your organisation - and give all stakeholders confidence.


We understand corporate governance

We understand the issues that directors are facing in a constantly evolving regulatory landscape and the principles that underpin the relationships between the board, management, shareholders, creditors, and other stakeholders. 

Our team includes members, chartered members of, and facilitators for, the New Zealand Institute of Directors.

We use our extensive national and international experience to establish the most effective solutions for corporate governance issues.

We advise:

  • Boards
  • Independent directors
  • Conflicted directors
  • Institutional shareholders
  • Creditors and
  • Other stakeholders.
Our team can support you on a wide range of complex governance and related matters including:

Duties and responsibilities

  • Liability of directors and officers under the Companies Act, Financial Markets Conduct Act and other relevant legislation
  • Director and officer fiduciary duties and responsibilities, particularly in mergers and acquisitions and other major transactions
  • Conduct of meetings of directors and shareholders
  • Composition and procedures of boards of directors and committees
  • Shareholder and creditor rights and litigation
  • Preparation and interpretation of constitutions, including reviewing constitutions for compliance with the listing rules of the New Zealand Exchange and the Australian Stock Exchange.

Compliance and reporting

  • Statutory reporting requirements and production of annual reports
  • Director certifications and disclosure requirements
  • 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
  • Internal and governmental investigations.

Training and best practice, and reporting

  • Training programmes for company directors and officers
  • 'Best practices' for boards, committees, individual directors and officers.

Our team

David Thomson

Partner, Auckland

David specialises in corporate and commercial law with considerable experience in mergers and acquisitions, joint ventures…

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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…

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Lisette Hood

Partner, Auckland

Lisette specialises in corporate and commercial law, with particular emphasis on commercial contracting, corporate governance and merge…

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Mark Odlin

Partner, Christchurch

Mark specialises in corporate and commercial law and advises on a range of financial, commercial and corporate law matters, including…

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Nick Bragg

Partner, Auckland

Nick specialises in corporate and commercial law with considerable experience across a broad range of mergers and acquisitions (includi…

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Philip Wood

Partner, Auckland

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

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Rupert Rouch

Partner, Wellington

Rupert is an experienced corporate and commercial lawyer who advises on mergers and acquisitions, joint ventures and general corporate …

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Sarah McEwan

Partner, Auckland

Sarah specialises in corporate and commercial law with a broad range of experience in capital markets and securities transactions…

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