{"id":145284,"date":"2026-07-13T10:49:22","date_gmt":"2026-07-13T10:49:22","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=145284"},"modified":"2026-07-13T11:37:50","modified_gmt":"2026-07-13T11:37:50","slug":"new-zealand-shareholder-activism","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/new-zealand-shareholder-activism\/","title":{"rendered":"New Zealand: Shareholder Activism"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-145284","comparative_guide","type-comparative_guide","status-publish","hentry","guides-shareholder-activism","jurisdictions-new-zealand"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Bell Gully<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/06\/Bell-Gully-logo.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Bell Gully<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/06\/Bell-Gully-logo.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Shareholder Activism laws and regulations applicable in New Zealand<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the principal sources of laws and regulations relating to shareholder rights and activism?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The principal sources of laws and regulations governing companies that may be subject to shareholder activism are the Companies Act 1993, under which companies are established in New Zealand, the Takeovers Act 1993 and the Takeovers Code for control transactions in \u201ccode companies\u201d (being listed companies or those with broad shareholdings), and the Financial Markets Conduct Act 2013 (<strong>FMCA<\/strong>) for market conduct (insider trading, market manipulation), disclosure of substantial holdings in listed issuers and the fair dealing regime governing misleading representations and conduct. The NZX Listing Rules are also relevant.\u00a0 They are made and enforced by the operator of the New Zealand Stock Exchange (NZX Limited) with oversight from the Financial Markets Authority.\u00a0 The NZX Listing Rules are also expressly enforceable by shareholders directly, subject to certain limitations (in essence, shareholder actions in reliance on the NZX Listing Rules cannot override NZX Limited\u2019s rulings or limit its powers).\u00a0 Activist investors are fully subject to these regimes; there is no activism carve\u2011out from the prohibitions on insider conduct or market manipulation.\u00a0 \u00a0While not law or regulation, the constitution of a company can optionally modify or establish certain rules that would otherwise be governed by the Companies Act.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How is shareholder activism viewed in your jurisdiction by regulators, shareholders and the media?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Broader public and media views in relation to shareholder activism can vary depending on the campaign and the methods adopted in it. In practice, regulators focus on compliance with the FMCA (disclosure, insider\u2011trading, market manipulation and misleading conduct prohibitions) and the Takeovers Code (especially the concept of \u201cassociation\u201d between parties and creeping above control thresholds).\u00a0 The FMCA is enforced by the Financial Markets Authority and the Takeovers Code by the Takeovers Panel. The Companies Act does not establish a regulator other than in respect of certain administrative matters, so enforcement of alleged breaches relies on an affected person, including activist shareholders, ultimately seeking redress through the courts.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are activist campaigns and what forms do they take? Is activism more prevalent in certain industries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Although the prevalence of visible activist campaigns has, in line with international trends, grown in recent years, the reality that shareholder activism largely occurs behind closed doors with only a small proportion of such campaigns gaining public prominence, means that the true frequency of such campaigns remains unknown.<\/p>\n<p>Activism takes many forms, including agitation in respect of governance\/board changes, M&amp;A processes (including public pushback on bid terms), capital raisings or returns and occurs across a range of industries. \u00a0It is commonly encountered in industries or sectors undergoing change and\/or in respect of high profile and challenging issues, such as ESG themes. \u00a0On occasions, shareholder groups have voted against ordinary course shareholder resolutions put to shareholders at the annual shareholder meeting (such as resolutions relating to director re-elections) as a &#8220;protest vote&#8221; against other unrelated governance matters involving the company such as director or senior management remuneration.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common is it for shareholders to bring litigation against a company and\/or its directors and what form does this take?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>While shareholder litigation in respect of listed companies is relatively uncommon, the Companies Act provides a number of potential avenues for activist shareholders, including:<\/p>\n<ul>\n<li>Derivative proceedings on behalf of the company for breaches of directors\u2019 duties to the company (which requires the leave of the New Zealand High Court, as an exception to the usual position that only the company can enforce certain directors\u2019 duties against directors);<\/li>\n<li>The unfair prejudice \/ shareholder oppression remedy for situations in which shareholders consider they have been oppressed by the company or another shareholder(s);<\/li>\n<li>Injunctive relief to restrain a contravention of the Act; and<\/li>\n<li>Liquidation proceedings (which can include just and equitable grounds for winding up, such as deadlock).<\/li>\n<\/ul>\n<p>In certain circumstances, the threat of pursuing these various avenues can serve as effective leverage for shareholders in negotiations, notwithstanding the relative scarcity of concluded cases involving activist shareholders.<\/p>\n<p>The Companies Act generally bars personal actions by shareholders for loss relating to most of the key directors\u2019 duties.\u00a0 The exception to that bar is the derivative proceeding regime, set out in ss 165 \u2013 168 of the Companies Act, which provides the High Court with the ability to grant leave to a shareholder or director of a company to bring proceedings in the name and on behalf of the company (or intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing proceedings on behalf of the company).\u00a0 The purpose of the regime is to allow shareholders (or directors) to take steps to enforce directors\u2019 duties owed to the company where the company has, itself, failed to take enforcement steps.<\/p>\n<p>In determining whether it will grant leave to the applicants to litigate derivatively, the Court must consider the following factors:<\/p>\n<ul>\n<li>the likelihood of the proceedings succeeding;<\/li>\n<li>the costs of the proceedings in relation to the relief likely to be obtained;<\/li>\n<li>any action already taken by the company or related company to obtain relief; and<\/li>\n<li>the interests of the company in the proceedings being commenced, continued, defended or discontinued.<\/li>\n<\/ul>\n<p>Section 174 of the Companies Act is New Zealand\u2019s principal shareholder oppression remedy.\u00a0 It gives the High Court a broad, flexible jurisdiction to intervene where company affairs, or acts of the company, are oppressive, unfairly discriminatory, or unfairly prejudicial to a shareholder.<\/p>\n<p>A shareholder (or former shareholder or other person upon whom the constitution confers the rights of a shareholder) may apply to the High Court for relief if the affairs of the company have been, are being, or are likely to be conducted in a manner that is oppressive, unfairly discriminatory, or unfairly prejudicial to them, whether in their capacity as shareholder or in another capacity.\u00a0 The remedy therefore covers both past and prospective conduct, and is not limited to formal board or shareholder decisions.<\/p>\n<p>Although, where the Court considers it just and equitable to intervene, it may make any order it thinks fit, the listed remedies in the Act include requiring the company or another person to buy the applicant\u2019s shares (which is the most commonly sought relief), ordering compensation, regulating the future conduct of the company\u2019s affairs, altering or adding to the constitution, appointing a receiver, rectifying company records, putting the company into liquidation, or setting aside action taken in breach of the Act or the company\u2019s constitution.<\/p>\n<p>The statutory language is deliberately broad. The applicant does not need to show illegality in the narrow sense: conduct may be technically lawful but still unfairly prejudicial or oppressive in its practical effect. The focus is on whether the way the company\u2019s affairs are being conducted unfairly harms the applicant\u2019s interests, expectations, or rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders\/activists have to access the register of members?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Sections 215 \u2013 217 of the Companies Act provide for the inspection of the register of members by any person (whether or not that person is a shareholder).\u00a0 There is also the right to obtain a copy of the register of members.\u00a0 The register of members will only contain information relating to the legal owners of the company&#8217;s shares. Information relating to underlying beneficial owners who hold via a custodian or nominee will not be available. Any use of the register of members by a shareholder or activist will need to comply with the Privacy Act 2020.<\/p>\n<p>The person seeking inspection or a copy of the register of members must give written notice, and the company must make the relevant records available during normal business hours or provide a copy within five working days upon payment of a reasonable copying and administration fee, as relevant.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to requisition a shareholder meeting or table a resolutions in connection with a meeting? Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The board must call a special meeting on a written request by shareholders holding not less than 5% of the voting rights entitled to be exercised on the issue (s 121).<\/p>\n<p>The provisions of\u00a0Schedule 1\u00a0to the Companies Act govern proceedings at meetings of shareholders of a company except to the extent that the constitution of the company makes provision for the matter and that matter is expressed in that schedule to be subject to the constitution of the company.<\/p>\n<p>Clause 9 of Schedule 1 gives shareholders a right to put proposals before a shareholders\u2019 meeting at which they are entitled to vote, but the timing of the shareholder\u2019s notice determines who pays for circulating the proposal and whether circulation is mandatory:<\/p>\n<ul>\n<li>If the board receives the notice at least\u00a020 working days before\u00a0the final date by which the board must give notice of the meeting, the company must circulate the proposal and any proposed resolution to all shareholders entitled to notice, at the\u00a0company\u2019s expense.<\/li>\n<li>If the notice is received between\u00a05 and 20 working days before\u00a0that final notice date, the board must still circulate the proposal and any proposed resolution, but at the\u00a0proposing shareholder\u2019s expense.<\/li>\n<li>If the notice is received\u00a0less than 5 working days before\u00a0that date, the board must circulate it only\u00a0if practicable, again at the shareholder\u2019s expense.<\/li>\n<\/ul>\n<p>Where the costs of giving notice of the shareholder proposal and the text of any proposed resolution are required to be met by the proposing shareholder, the proposing shareholder must, on giving notice to the board, deposit with the company or tender to the company a sum sufficient to meet those costs.<\/p>\n<p>Once the meeting has been called, an activist shareholder can appoint a professional proxy solicitation firm to contact other shareholders and\/or use the media to encourage support for a particular resolution.\u00a0 Any statements made would need to comply with the fair dealing regime which governs false and misleading statements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to circulate statements to shareholders in connection with a meeting?  Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Where shareholders may vote on the proposal by proxy or postal vote, the proposing shareholder is entitled to include a supporting statement of up to\u00a01,000 words, together with their name and address. However, the board need not include material it considers defamatory, frivolous, or vexatious, and it may exclude defamatory parts of a proposed resolution.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to appoint or remove a director?  What is the process?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Removal of a director is by ordinary resolution of shareholders at a meeting called for that purpose or as otherwise set out in the constitution.\u00a0 Unless a constitution sets higher thresholds, an \u201cordinary resolution\u201d is passed by a simple majority of votes cast.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to block a shareholder resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Subject (as above) to a constitution setting higher thresholds, an ordinary resolution will be blocked where more than 50% of votes are cast against it.<\/p>\n<p>Unless a constitution sets higher thresholds, a special resolution requires 75% of votes to pass, so will be blocked by more than 25% of votes being cast against it.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do holders of other instruments have any of the above rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. Meeting, voting and register rights attach to \u201cshares\u201d and their registered holders. Derivative holders are not shareholders unless and until they hold the underlying shares. However, for disclosure purposes the FMCA treats many derivative positions as conferring a \u201crelevant interest\u201d, which can trigger substantial\u2011holding obligations (to which see further below).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is stamp duty payable on share acquisitions and can this be avoided\/mitigated?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No.\u00a0 New Zealand abolished stamp duty in 1999.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level can you acquire shares without having to disclose your position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the FMCA, a person has a \u201csubstantial holding\u201d in a listed company if they have a \u201crelevant interest\u201d in shares comprising 5% or more of a class. The person must disclose the beginning of that substantial holding as soon as they know, or ought reasonably to know, that the threshold has been crossed.\u00a0 The disclosure must be made (in a prescribed form and manner) to the listed issuer and to each licensed market operator on whose market the relevant financial products are quoted. A further disclosure must be upon each further percentage change following the initial disclosure, or if the relevant interest falls below the 5% disclosure threshold.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is the disclosure threshold different if the issuer is subject to a takeover offer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The initial 5% \u201csubstantial holding\u201d and further 1% thresholds remain the same. During a Code offer there are targeted exceptions to insider\u2011trading prohibitions (FMCA ss 252\u2013253) and specialised Code rules on terms\/consideration and defensive tactics, but the substantial\u2011holding disclosure subpart continues to apply. The Code requires disclosure of each 1% increase in acceptances under a takeover offer, with the obligation being satisfied upon the disclosure being made under the FMCA disclosure regime referred to above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any rules which restrict the extent to which you can build a position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no general \u201cspeed\u201d cap, but the substantial\u2011holding subpart requires prompt (\u201cas soon as\u201d) disclosures at 5% and for subsequent movements of 1% or more (s 277) or certain changes in the nature of the interest (s 278). The substantial-holding regime also requires disclosure of certain details of transactions undertaken in the four months preceding the shareholder beginning to have the substantial holding or since the last disclosure, as applicable. Insider\u2011trading and market\u2011manipulation prohibitions also constrain how trading is conducted.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances in which a mandatory takeover is required?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Takeovers Code \u201cfundamental rule\u201d prohibits a person and its \u201cassociates\u201d from becoming the holder or controller of more than 20% of the voting rights in a code company, or from increasing control above 20%, except by a Code\u2011compliant transaction (e.g., full or partial offer, shareholder approval route, or creep within strict limits). Crossing or increasing above 20% therefore requires a Code\u2011compliant pathway (effectively \u201cmandatory\u201d compliance with the Code).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does collective shareholder action or \u2018acting in concert\u2019 have any consequences?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, \u201cassociates\u201d, which includes persons \u201cacting jointly or in concert\u201d are aggregated for the 20% rule.\u00a0 Equally under the FMCA, a person\u2019s \u201crelevant interest\u201d extends to interests held by other persons under the person\u2019s control or acting jointly (s 237).\u00a0 The \u201cassociate\u201d and \u201crelevant interest\u201d concepts have a broad anti-avoidance purpose, including to address coordinated blocs of shareholders. Collective action can therefore pull participants into disclosure and\/or Code thresholds.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do the same rules and thresholds apply to other financial instruments?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the FMCA, relevant interests in derivatives over quoted voting securities are treated as relevant interests in the underlying security.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an activist makes a takeover offer, what impact might any prior share purchases have on the minimum offer price or the form of consideration that must be offered?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Prior purchases made in compliance with the Takeovers Code have no impact on the offer price or the form of consideration for the takeover offer. The Code\u2019s parity and consideration rules require same terms for shareholders within a class (rule 20), and prescribe adjustments if the offeror has made higher\u2011priced purchases during an offer.\u00a0 However, while they must be disclosed (and could conceivably raise issues under rule 20 if they involve unequal or collateral consideration), pre-bid purchases generally do not affect the offer price.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What measures are available to companies to protect against an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>While there are no structural defences to shareholder activism, there are a number of practical steps that can be taken in a New Zealand context and preparation, shareholder intelligence and disciplined communications are key:<\/p>\n<ul>\n<li>A company should reduce activist risk by understanding its register and beneficial ownership, maintaining regular engagement with key shareholders and analysts, clearly articulating strategy, and monitoring vulnerability points such as poor performance, leadership change or underperforming divisions. It should also have an activist response plan ready before an activist emerges.<\/li>\n<li>If an activist campaign goes live, the board should quickly assess the activist\u2019s identity, stake, objectives and legal rights; engage with the activist where appropriate; communicate consistently with shareholders; and ensure all market and public statements are accurate, not misleading and verified. The company should also carefully review any shareholder meeting requisition, proposal or supporting statement for compliance with the Companies Act, NZX Listing Rules and any constitution-specific requirements, and prepare a clear board response.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which director duties are particularly relevant in the context of an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Directors owe a company a duty to act in good faith and in what they believe is in the best interests of the company (s 131 of the Companies Act), for proper purpose (s 133), with appropriate care and diligence (s 137).\u00a0 They also must not act in a manner that contravenes the constitution of the company (s134), must not carry on the business in a way likely to create a substantial risk of serious loss to creditors (s 135) or incur obligations without reasonable belief in ability to perform (s 136). Breach can attract civil liability and, for serious good\u2011faith breaches, criminal liability (s 138A). \u00a0In an activist campaign, these duties frame board response strategies (including engagement, disclosure and any defensive steps).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights does a company have to require parties to disclose details of their interests (direct and indirect) in the company\u2019s share capital?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A company will know who holds legal ownership in its shares through the register of members. It has no rights or tracing powers under the Companies Act to require parties to disclose details of their indirect interests in its share capital.\u00a0 For listed issuers, disclosure obligations arise under substantial holding regime described above and the issuer also has certain powers to require shareholders and other persons believed to hold a relevant interest to disclose those interests to the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there restrictions on companies selectively disclosing inside information to activists?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>\u201cSelective briefings\u201d that convey &#8220;inside information&#8221; to a subset of shareholders risk contravening the prohibitions on insider conduct set out in the FMCA.<\/p>\n<p>Pursuant to that Act, information insiders are people (including the company itself) that have material information relating to the company that is not generally available to the market and who know (or ought reasonably to know) that the information is (a) material information; and (b) information not generally available to the market.<\/p>\n<p>Information insiders must not disclose inside information (s 242), advise\/encourage trading (s 243), or trade while in possession (s 241), subject to limited statutory exceptions (e.g., disclosures required by law or to the FMA, or in connection with certain offer documents).<\/p>\n<p>Any price sensitive information must be disclosed to the market promptly and without delay under continuous disclosure obligations. Those obligations are primarily implemented through the NZX Listing Rules (and enforced by NZX Limited), but s 270 of the FMCA confirms that listed issuers must disclose \u201cin accordance with listing rules if continuous disclosure listing rules apply.\u201d<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are settlement agreements between a company and an activist permitted in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no statutory prohibition on boards agreeing outcomes with shareholders (e.g., board refresh, governance\/process undertakings), provided Companies Act duties are observed and, where applicable, Code and listing\u2011rule constraints are respected.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Where a shareholder requisitions a meeting, who is responsible for the costs of calling and holding the meeting?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Act imposes the duty on the board to call the meeting once a valid 5% request is received (s 121). It does not prescribe cost\u2011shifting to the requisitioners. In practice, the company bears the meeting costs, although (as above) the allocation of the costs of circulating a proposed resolution depend on when the proposal is made.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any rights to circulate statements to shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Where shareholders may vote on the proposal by proxy or postal vote, the proposing shareholder is entitled to include a supporting statement of up to\u00a01,000 words, together with their name and address. However, the board need not include material it considers defamatory, frivolous, or vexatious, and it may exclude defamatory parts of a proposed resolution.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Who is entitled to attend and speak at a shareholders\u2019 meeting?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Any shareholder. Section 109 of the Companies Act provides that shareholders must be given a reasonable opportunity to question, discuss, or comment on the management of the company, and to pass a resolution relating to the management of the company at a shareholder meeting (although, unless the constitution provides otherwise, such a resolution is not binding on the board).<\/p>\n<p>Schedule 1 also relevantly provides that a body corporate shareholder may appoint a representative to attend a shareholder meeting on its behalf in the same manner as that in which it could appoint a proxy and participation is permitted by electronic means provided the board has approved those means and any conditions imposed are abided by the shareholder.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">3548<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/145284","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=145284"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}