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Expectations of directors have never been greater. We’ll help you navigate your governance responsibilities with confidence.

Whether it’s day-to-day guidance or crisis management, we have the corporate and public governance expertise and experience to support you.  Our firm has earned a stellar reputation for corporate governance advice, tackling the most complex and controversial issues for boards and individual directors. Many of our partners are board members themselves so we understand, first-hand, the unique challenges directors face when discharging their duties.  

Our corporate governance experience includes advising on:

  • Directors' duties and liabilities
  • Continuous disclosure 
  • Climate change, sustainability other ESG reporting
  • Crisis management
  • Health and safety
  • Conduct and culture investigations
  • Shareholder engagement and reporting
  • Board and committee appointments and composition
  • Executive appointments, remuneration and incentive schemes 
  • Takeover response advice
  • Regulatory investigations
  • Continuous training for directors 
  • D&O insurance
  • Conflicts of interest
  • Insider trading and market manipulation 
  • NZX Listing Rules compliance 
  • Company secretarial 
  • Policies and procedures for corporate governance best practice

Our connection with MinterEllison in Australia also allows us to provide seamless advice for clients that maintain an ASX listing or have a presence in Australia.

We are often called upon to provide media commentary on corporate governance issues and guidance to the country’s governance community – this was particularly sought after during New Zealand’s response to the global COVID-19 pandemic.  

Our annual Corporate Governance Symposium is heralded by directors and C-suite executives as New Zealand’s preeminent corporate governance event. Special Counsel Igor Drinkovic co-authors ‘Duties and Responsibilities of Directors and Company Secretaries in New Zealand’, a highly acclaimed text referred to by the directors’ community in New Zealand.  

Recent highlights
Governance, reputational and litigation risk in environmental and social policy 

Advising a major New Zealand financial institution on the corporate governance and disclosure risk inherent in the commitments made in its proposed Environmental and Social Policy. Advice included the adequacy of processes to manage that risk, including potential ‘greenwashing’ claims by regulators or activists if representations are unsubstantiated or insufficiently supported by internal processes and procedures.

Conduct and culture matters

Acting for various public and private sector clients seeking to address conduct and culture matters within their organisations. The work has included responding to regulatory inquiries (e.g., by the Reserve Bank or the Financial Markets Authority), as well as being engaged by boards and management to conduct internal reviews. Matters have included bank and insurer conduct and culture, workplace sexual harassment and bullying, and risk culture.

Health and safety matters

Acting as lead counsel for certain company directors and officers, including Pike River’s former CEO and board chairman, before the Royal Commission into the Pike River tragedy and at the Coronial Inquest.  Also defending Pike River’s former CEO in his prosecution for alleged health and safety violations. 

Regularly assisting clients with coronial inquiries, internal and WorkSafe investigations following incidents, prosecutions, and crisis management.

Continuous disclosure

Advising the boards of various listed entities on compliance with NZX’s continuous disclosure rules and guidance, including in the context of unexpected events, significant corporate transactions, financially challenging situations (e.g. COVID-19) and conduct and culture reviews.    

Directors’ duties and ESG performance

Advising B Lab (a global network creating social and environmental performance standards, policies, and tools for business) on director duties and liabilities for purpose-led companies in New Zealand.

Business as usual 

We’re here to help with your day-to-day needs as well. We help many companies with implementing governance policies and procedures, executive incentive schemes, shareholder reporting and engagement, D&O insurance, and company secretarial matters.    

Related expertise

Our lawyers provide clients with clear, strategic and commercial solutions that create lasting impacts to their business