Mainzeal Supreme Court decision – updated Company Law commentary

06 Nov 2023

Content updates

The Supreme Court’s decision in Yan v Mainzeal Property and Construction Ltd (in liq) [2023] NZSC 113 has important comment on the duties of directors when a company trades while insolvent.

The commentary to s 301 of the Companies Act (power of Court to require persons to repay money or return property) has been substantially revised and rewritten: [CA301.01]–[CA301.09]. See further comment at:

Duty of directors to act in good faith and in best interests of company: [CA131.01(1C)(e)], [CA131.01(4)], [CA131.01(7)(b)], [CA131.01(8A)(d)];
Reckless trading: [CA135.02(3)], [CA135.04(20)]; and
Duty in relation to obligations: [CA136.01AA], [CA136.01(25)].