Commercial Applications of Company Law
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1 Mark up of November 2011 Commercial Applications of Company Law THE INTERNAL GOVERNANCE RULES Media specific legend Dashed border denotes print specific data Wavy border denotes cd specific data Double border denotes web specific data Dot-Dash border denotes electronic specific data
2 THE INTERNAL GOVERNANCE RULES [ 601] Introduction We noted in Chapter 2 that one of the functions of company law is to regulate the relationship between participants in companies. One of the ways in which company law achieves this is to provide a legal framework for agreement between those participants on matters of internal administration relating to the company. Company law provides a mechanism by which participants can agree the basis on which various things connected with the ongoing operation of the company will be carried out. The rules or arrangements agreed between the participants are referred to in this book as the company s internal governance rules. This chapter examines the internal governance rules and their relationship to the constitution of a company and to the Companies Act INTERNAL GOVERNANCE RULES [ 602] What are internal governance rules? Many of the arrangements covering a company s internal functioning are set out in its internal governance rules, which will consist of the mandatory and replaceable rules contained in the Companies Act 1993, or a constitution, or a combination of the two. The internal governance rules confer rights directly on the company, its shareholders and officers. Changes to the internal governance rules generally require a special resolution of shareholders. 1 A special resolution is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution. A company s internal governance rules will consist of: the mandatory rules set out in the Companies Act (that all companies must observe), and either the replaceable rules or a constitution, or a combination of both. These concepts are explained below. An example of a constitution is included at Typically, a company s internal governance rules will deal with the following: the appointment, removal and powers of the company s directors the procedure for convening and conducting directors meetings the procedure for convening and conducting shareholders meetings (including voting rights) any special rights attaching to classes of shares rules relating to distributions, and rules relating to the transfer and transmission of shares. [ 603] Tailoring the rules to meet the company s particular requirements It is open to the shareholders of a company to decide the precise form of the rules to be adopted by the company to meet the company s particular requirements. The Companies Act 1993 provides replaceable rules which a company may adopt as its internal governance rules, but it is not obliged to do so. For example, the shareholders of one company may decide that directors should be elected by a special resolution rather than by an ordinary resolution of shareholders voting in general meeting. Another company may decide that each shareholder or class of shareholders should have the right to nominate a person to be a director. Those different arrangements would be reflected in each company s internal governance rules. Page 2
3 For listed companies, the listing rules of the New Zealand Exchange (the NZX Listing Rules) impose some restrictions on the form of internal governance rules, which are designed to protect public shareholders. Company law provides the framework for the operation of the internal governance rules by setting out procedures for the adoption or amendment of replaceable rules and giving legal force to those rules. This framework is explained in the second half of this chapter. [ 604] Internal governance rules before 1994 The source and nature of a company s internal governance rules, described above, changed significantly with the commencement of the Companies Act 1993 on 1 July It is important, in examining the current operation of the law relating to internal governance rules, to understand the source and nature of internal governance rules before Set out below is a brief summary of the law before that date. Before 1 July 1994, each company was required, on formation, to adopt: a memorandum of association, and articles of association. Historically, the memorandum of association was the document by which the original incorporators signalled their intention to form a company. The memorandum of association was required to state the name of the company, the amount of share capital and the number of shares, that the liability of the shareholders was limited, and the names, addresses and occupations of, and number of shares subscribed by, the initial subscribers. The memorandum of association used to include an objects clause, which as we saw in Chapter 3 was the source of the company s legal capacity and powers. 2 From 1 January 1984, all companies have had the legal capacity and powers of a natural person, unless the objects clause reduced these powers. Section 16(1) of the Companies Act 1993 gives full legal capacity to carry out any business or activity, unless the company restricts its capacity in its constitution. The company s articles of association were its bylaws. Typically, they contained rules governing the things now the subject of a company s internal governance rules, such as the appointment, removal and powers of officers, meeting procedures and so on. The Companies Act 1955 had included a set of model articles of association for a limited liability company. These model articles were referred to as the Table A articles of association. A company could choose to adopt the Table A articles as its articles of association or it could adopt different articles. Some companies used a combination of Table A articles and specific articles designed to meet the particular requirements of the company. The 1955 Act and the common law contained rules governing the operation and amendment of a company s memorandum and articles of association, and the relationship between them. Companies incorporated before 1 July 1994, the commencement date of the Companies Act 1993, were required to abandon the memorandum and articles and adopt the new constitutional rules contained in the Companies Act [ 605] The Companies Act 1993 The requirement that a company have a memorandum and articles of association had been part of company law since the nineteenth century. However, as part of the push to simplify and modernise company law in the 1990s, it was decided to abolish these requirements and instead adopt a system of replaceable rules, to be included in the Companies Act 1993 itself, which a company could use as its internal governance rules, or replace with something more suitable, as it wished. Unlike the former Table A, the replaceable rules are not grouped together in one place, but are spread throughout the Companies Act. For example, the replaceable rules relating to the appointment, removal and powers of directors are included in Pt VIII, which deals with directors. Page 3
4 Replaceable rules dealing with meetings are contained in Pt VII and Sch 1, which contain the provisions dealing with meetings. One of the reasons for adopting this structure was that including the replaceable rules with the relevant legislative provisions made it easier for companies and their participants to locate all of the rules which had an impact on a particular activity, whether those rules were part of the company s internal governance rules or were requirements of the legislation. Another obvious reason for the change was to simplify and reduce the cost of forming companies by reducing the amount of paperwork that had to be prepared and lodged. The Law Commission Report Company Law: Reform and Restatement 3 Report No 9, 1 June This report on the form and content of a new Companies Act recommended an adaptable model for organising and operating companies. noted that: [c]ompanies can be structured to meet particular aims and circumstances. (For example, closely-held companies may provide for shareholder management rather than director management or may, by creation of different classes of shares, entrench veto rights or the right to appoint directors.) Such variety is necessary if the law is to be responsive to the complex and diverse circumstances of individual enterprises. 4 Ibid, para 83. The position since the enactment of the Companies Act 1993 is set out in s 26, 27 and 28. These state as follows: 26 No requirement for company to have constitution A company may but does not have to have a constitution. 27 Effect of Act on company having constitution If a company has a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and obligations set out in this Act except to the extent that they are negated or modified, in accordance with this Act, by the constitution of the company. 28 Effect of Act on company not having constitution If a company does not have a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and obligations set out in this Act. THE REPLACEABLE RULES [ 606] When do the replaceable rules apply? As noted above, a company is required to include the mandatory rules but may choose to have its internal management governed by the mandatory and replaceable rules set out in the Companies Act If the company was formed on or after 1 July 1994, it may make that election simply by not adopting a constitution. If the company was formed before 1 July 1994, it was given until 30 June 1997 to reregister under the Companies Act 1993, or be compulsorily reregistered on 1 July The Companies Act 1955, which preceded the Companies Act 1993, was repealed on 30 June See Companies Act Repeal Act The replaceable rules consist of modifiable provisions, which can be negated or altered in the constitution, and optional provisions, which permit a company to do things only if the constitution so provides. The way this operates is discussed below in the section dealing with constitutions. [ 607] What do the replaceable rules contain? The Companies Act 1993 contains 28 modifiable rules and 10 optional rules, which appear throughout the statute. They are listed in Table 6.1 and Table 6.2. Page 4
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6 [ 608] When is it appropriate to use the modifiable rules? In deciding whether it is appropriate to rely on the modifiable rules as the company s internal governance rules, it is very important for the company, its participants and their advisers to look closely at each rule to determine whether, in the individual circumstances of the company, that rule is an appropriate one for the particular company. In light of their particular form, it seems that the modifiable rules are perhaps most suitable for an unlisted company with more than two shareholders in which it is proposed that the shareholders be bound by a principle of majority rule in relation to the internal administration of the company s affairs. They may not be suitable for a closely held company or in situations where each shareholder is to have particular rights, such as the right to representation on the board of directors. Where a company is proposing to issue classes of shares with particular rights attaching, the company may need to supplement the rules with a constitution setting out those rights. Listed companies would not use the modifiable rules as their internal governance rules. The optional rules contain provisions such as share buy-backs and indemnity and insurance for directors that are suitable for both a listed company and a closely held company. Again, it is important for the company, its participants and advisers to identify the company s appropriate requirements and to incorporate these into the constitution. THE CONSTITUTION AND THE COMPANIES ACT 1993 [ 609] Using the Companies Act as a constitution The Companies Act 1993 states that a company may, but need not, adopt a constitution. If a company does not adopt a constitution, it is governed entirely by the provisions of the Act. This is stated in s 28. In this case, the company has the modifiable rules set out in Table 6.1 as its default constitution. This statutory constitution regulates the affairs of the company and confers powers of management on directors, provides for one class of shares with equal rights to voting and Page 6
7 distributions, and establishes pre-emption rights. As stated above, a number of these rules can be replaced by specific provisions in a constitution that is registered by a company. Although the Companies Act does not require a company to register a constitution, in practice the majority of companies choose to do so. This provides a company with the flexibility to organise its specific internal governance requirements. This flexibility applies only to the modifiable and optional rules. The Companies Act sets out a number of overriding mandatory rules. A constitution has no effect to the extent that it is inconsistent with these mandatory rules. 6 Section 31(1), Companies Act These include directors duties, the solvency test, restriction on the delegation of powers by directors, and voting procedures where shareholders rights are affected. An example of a company constitution is included at [ 610] Reasons for using a constitution A company may choose to adopt a constitution for a number of reasons, including the following: To substitute different rules for some or all of the modifiable rules. The modifiable rules may be unsuitable for the particular company, for example because it is a joint venture company with two equal shareholders and the participants do not want to rely on principles of majority rule in relation to, say, the appointment of directors. The company may wish to introduce flexibility in share capital structures, financial planning and transferability of shares. To adopt the optional rules set out in Table 6.2. To supplement the replaceable rules in order to address matters not covered by them. For example, the company may wish to provide for the issue of different classes of shares or of partly paid shares, or to provide for directors to retire by rotation. The company may wish to include a provision indemnifying company directors. To collect all the internal governance rules into a single document, for the convenient reference of directors, officers and shareholders. For listed companies, to meet the requirements of the Listing Rules of the NZX. To incorporate restrictions on the company s powers. Companies that engage in charitable activities may have a constitution that restricts their powers to charitable purposes. 7 See s 16(2). [ 611] How does a company adopt a constitution? Companies can choose to adopt a constitution on registration. This is done by sending or delivering to the Registrar of Companies a document certified by at least one applicant as the company s constitution when the application for registration is lodged. 8 Sections 12(1)(f), 29(a). At any time after registration by special resolution, companies may adopt a constitution. 9 Section 32. In passing a resolution to adopt a constitution, the shareholders of the company will be bound by the rules that govern the exercise of their voting rights, described in Chapter 10. Further, if the effect of adopting the constitution is to alter existing class rights, special rules may apply under s 117 of the Companies Act Where a company has passed a resolution to adopt a constitution, notice of the adoption must be given to the Registrar within 10 working days. Page 7
8 10 Section 32(3). This is a board responsibility. THE INTERNAL GOVERNANCE RULES Following adoption of the constitution, the company, the board, each director and each shareholder has the rights, powers, duties and obligations set out in the Companies Act except to the extent that they are modified or negated by the constitution. 11 Section 27. [ 612] How does a company amend or repeal a constitution? If a company has a constitution, it may wish from time to time to amend that constitution. Alternatively, it may wish to repeal that constitution, and instead rely entirely on the replaceable rules. Amendment to and repeal of the constitution are governed by s 32, 33 or 34 of the Companies Act Section 32(2) provides that, generally, amending or repealing a company s constitution requires a special resolution of shareholders. However, a company may include in its constitution a further requirement that must be satisfied before the special resolution takes effect. For example, in a closely held company, the shareholders may agree in a shareholders agreement that amendments to the constitution require the written consent of all of the shareholders. If such a requirement were included in the constitution, any purported amendment to the constitution by special resolution would not take effect unless that additional requirement was satisfied. However, the shareholders agreement will need to provide that the shareholders intend the agreement to prevail over the constitution. An alternative is to state in the constitution that a special resolution requires unanimous assent. Again, in passing a resolution to amend or repeal a company s constitution, the shareholders are bound by the rules governing the exercise of their voting rights and, where relevant, the provisions of the Companies Act governing the variation of class rights. Where a company has passed a resolution to amend or repeal a constitution, notice of the alteration or revocation must be delivered to the Registrar of Companies. 12 Section 32(3). A company may wish to consolidate a number of amendments to the constitution into a single document. This is available under s 33. A constitution may be altered by court order. This may take place on the application of a director or shareholder and is at the discretion of the court. Section 34 states the procedure. This could apply when there is obstructive activity by shareholders of the company. Listed companies that amend or repeal their constitution must give notice to the NZX under the Listing Rules requirements. [ 613] How does a constitution operate to displace or modify the replaceable rules? The Companies Act 1993 permits a company to include in its constitution any matters that it wishes to include together with any matters contemplated by the Act. 13 Section 30. Where, in adopting a constitution, the company s intention is to displace or modify one or more of the replaceable rules, the constitution should make it clear that this has been done. Otherwise, it may be unclear when, and to what extent, a provision in a constitution is intended to modify or displace a replaceable rule. LEGAL EFFECT OF THE INTERNAL GOVERNANCE RULES [ 614] The statutory effect of the internal governance rules Page 8
9 The Companies Act 1993 contemplates two positions: the effect of the Act on a company that has registered a constitution, and the effect of the Act on a company that does not have a constitution. These are covered in s 27, 28 and 31. The legal relationship between the shareholders and the company, and among the shareholders themselves, is based on the Companies Act itself. Section 31 states as follows: Effect of constitution (1) The constitution of a company has no effect to the extent that it contravenes, or is inconsistent with, this Act. (2) Subject to this Act, the constitution of a company is binding as between (a) The company and each shareholder; and (b) Each shareholder in accordance with its terms. Thus, the Act and a constitution (based on the Companies Act or a registered constitution) is binding as a statutory contract. There is no separate enforceable contract operating between the parties. The rights, powers, duties and obligations of the company, the board, each director and each shareholder are exercised by way of the Companies Act and have statutory effect rather than contractual effect. If a company has a constitution, the rights, powers, duties and obligations of the parties are set out in the Act, except to the extent that they are negated or modified by the constitution. 14 Section 27. If a company does not have a constitution, the Act itself determines the rights, powers, duties and obligations of the parties. 15 Section 28. [ 615] Interpreting the internal governance rules The fact that the internal governance rules apply by way of a statutory framework, rather than by way of contract, suggests that the courts will be likely to rely on the rules of interpretation governing the Companies Act 1993 itself, rather than rely on the principles of contract law and business efficacy. [ 616] Enforcing the internal governance rules We also note that the Companies Act 1993 states that the constitution is binding between the company and each shareholder, and between each shareholder. 16 Section 31(2). Section 31(2) appears to render inapplicable the contractual remedies that used to apply to breaches of the deemed contract represented by the articles of association under the Companies Act Similarly, statutes such as the Contractual Remedies Act 1979, the Contractual Mistakes Act 1977 and the Contracts (Privity) Act 1982 would also appear to be inapplicable. There is, however, nothing to prevent a shareholders agreement from establishing enforceable contractual rights and duties, so long as these are not inconsistent with the Companies Act. Similarly, a contract made outside the constitution by a director and a company could be enforceable on the same basis as a shareholders agreement. [ 617] Consequences of not observing the internal governance rules Page 9
10 Constitutional provisions may be enforced by the parties in terms of s 31(2) of the Companies Act If a provision has not been observed, then the following may result: In the case of the company that, or a director who, proposes to engage in conduct that would contravene the constitution, a shareholder may be able to obtain an injunction requiring the company or director to comply with the constitution. A director or entitled person may also be able to obtain an injunction. 17 Section 164. An entitled person is defined in s 2. Entitled person in relation to a company means (a) A shareholder; and (b) A person upon whom the constitution confers any of the rights and powers of shareholder. In the case of failure to take action by a director or the company, contrary to the constitution, a shareholder may apply to the court for an order requiring the director or company to take action. 18 Sections 170 and 172. See Chapter 3 on corporate capacity. We noted at 610 that a company s constitution may include restrictions on its capacity and powers. If a company acts outside its stated capacity, or breaches a restriction or prohibition on the exercise of its powers contained in the constitution, the act is not invalid, but those participants that caused the company to breach its constitution may be liable to the other participants in the company. 19 See Chapter 3 on corporate capacity. SINGLE DIRECTOR/SHAREHOLDER AND CLOSELY HELD COMPANIES [ 618] What is a single director/shareholder company? In Chapter 1 we saw that it is possible to form and conduct a company in which the sole shareholder is also the only director. 20 Section 10, Companies Act Because such companies have only one participant, the rules of company law (including the rules that are contained in the internal governance rules) that regulate the relationship between multiple participants have little or no application to them. [ 619] What rules govern single director/shareholder and closely held companies? The Companies Act 1993 does not distinguish between single director/shareholder companies, closely held companies and multiple participant companies. The flexibility that is built into the Act and the constitution is intended to provide a company with an internal governance structure that is appropriate for its specific requirements. In reality, this is probably less successful than was expected when the Companies Act first came into operation. The Act is built around the assumption of separation of ownership and control, with the interests of the company seen as different from those of its shareholders. This model is not well suited to either the single director/shareholder company or the closely held company. 21 For a detailed discussion, see R Dugan, P McKenzie and D Patterson, Closely Held Companies: Legal and Tax Issues (2000). Page 10
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