Commercial
Commercially astute legal solutions for business

Wynn Williams provides commercially-astute, proactive legal solutions for any business issue or opportunity.

We have a team of commercial lawyers with experience across a wide range of business sectors and sizes. Our commercial clients include large national and multinational companies, as well as owner-operators.

We have a strong focus on export and international trade, primary industry, agribusiness, transport, construction, technology/biotechnology, and local government.

Our services cover all aspects of business structuring – including mergers, acquisitions and disposals; joint ventures, governance advice, shareholders rights, and insolvency. We also advise on the full spectrum of operational requirements - including banking and finance, securities law, international trade, insurance, and employment.

Our goal is simple - to work with you to find the best solution, and maximize your opportunities, whatever your situation.

To assist business owners and managers with the legalities of owning and managing a business, we have created a legal toolkit focused on the various stages of the life cycle.  Click the link to view our Business Life Cycle Toolkit.

 

Specialists

Recent Projects

  • Negotiating and documenting international licensing arrangements for a listed agri-business.
  • Assisting a locally-based bedding retailer with their plans to expand nationwide.
  • Advising Body Corporates on various matters.
  • Advising on leasing issues for a New Zealand registered bank at its South Island sites.
  • Dealing with leasing issues for both landlords and tenants following the Christchurch earthquake events.
  • International trade contracts for the sale of goods, the provision of services and licensing and distribution arrangements.
  • Large claims by investors arising from the collapse of a South Island finance company involving the receivers and central government.
  • The acquisition and sale of numerous commercial buildings throughout New Zealand.
  • The leasing of large shopping centres.
  • Mortgagee sales and advising a significant Investment Fund on the wind up of its portfolio.
  • Significant property disposal for a large education provider, complying with property disposal requirements of the Education Act.
  • Group structuring for companies.
  • Acting for New Zealand Deer Farms Limited, Australasia's largest corporate deer farmer.
  • Acting for various local and offshore corporate entities and individuals on the acquisition, financing and disposal of multi-million dollar properties.
  • Advising on the successful merger of two significant Canterbury real estate businesses.
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Articles

16/12/2019

Tighter regulations to be introduced for vouchers and gift cards

Shortly prior to Dick Smith Electronics’ sudden closure back in 2016, the Government established a working group to look at reforming insolvency law and ways to bolster the rights of creditors in the event of liquidations. On 4 November 2019, the Government published the findings of the working group which it intends to include in a future insolvency law reform bill.

Keep reading...


25/10/2019

Moving with the times

It always seems to be a rough road for the agri-sector. Recent years have seen it faced with drought, low milk prices and a change in government which has had severe knock on implications not only for overseas investors, but also for famers themselves. The banks are tightening their LVR requirements and some are looking to divest of certain agri-sectors all together.

Keep reading...


18/04/2019

Privacy Bill 2018 – new privacy requirements – is your company compliant?

The highly anticipated Privacy Bill was introduced to Parliament in March 2018 (the Bill) and is due to come into effect in July 2019. It will replace the Privacy Act 1993 and aims to modernise New Zealand’s privacy law framework, in accordance with international laws such as the European General Data Protection Regulation 2018.

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17/01/2018

Do councils now owe a duty of care to building developers?

Jonathan Pow and Isabella van Woerkom discuss the recent Supreme Court decision in Southland Indoor Leisure Centre Charitable Trust v Invercargill City Council.

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19/10/2017

Legal do's and don'ts when hiring a new employee

In this article, we provide some tips to help you through the recruitment process – from advertising the role, to offering employment to your top candidate.

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13/10/2017

Protecting and commercialising your intellectual property

Intellectual property is a significant asset for nearly all businesses so it is important that you consider how best to protect and, in some cases, commercialise it.

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9/10/2017

Unsubstantiated representations – Fujitsu first scalp for Commerce Commission

Fujitsu General New Zealand Limited is the first business to be convicted and fined under the unsubstantiated representations provisions in the Fair Trading Act, which came into force in June 2014.

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21/09/2017

Does my business really need written terms of trade?

Many of us that purchase products or services online simply tick a box agreeing to the supplier's terms of trade without reading them or giving them a second thought. But those terms of trade can be very important, particularly when a deal goes wrong. Your business should have written terms of trade so you have evidence of what has been agreed with your customer if there is a dispute.

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20/09/2017

Contract and Commercial Law Act: what businesses need to know

On 1 September 2017 the new Contract and Commercial Law Act came into force. This Act consolidates 11 contract and commercial statutes into a single piece of legislation.

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10/08/2016

Spam - what are your legal obligations?

Anyone with an email account or phone knows the frustration of receiving spam. Spam is the email or text messages you receive from traders without having consented to receiving them. Although we see less spam in our inboxes these days due to spam filters, law-makers have also got on board with legislation to combat the problem.

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30/05/2016

Small Business Update

There have been many changes to our laws over the last few years that directly affect New Zealand businesses. In this article, we have brought together key information on the most important changes.

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2/03/2015

.nz Domain Names: Preferential Registration Expires on 30 March 2015

You can now register domain names in New Zealand without second level domains. This means the '.co' in '.co.nz' and the '.org' in '.org.nz' are now optional. If you have a domain name which uses a second level domain such as '.co' or '.org' you should consider reserving the shorter .nz domain name before it is obtained by a competitor or someone else.

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29/10/2014

Why incorporate and what are the changes - Reform of Incorporated Societies Act 1908: Issues for Sports Organisations - Part 1

The vast majority of local, regional and national sports organisations are set up as incorporated societies under the current Incorporated Societies Act 1908 (the "Act"). The Law Commission proposed reforms for this uncomfortably old piece of legislation which were tabled in Parliament on 21 August 2013. On 28 February 2014, the Government accepted almost all of the recommendations in the Law Commission's report. The recommendations will provide a very strong foundation for the Government to progress much needed reform of the Act and are unlikely to provoke any political controversy. The new legislation should come into force soon. Whilst it may create little political controversy, it will be very important for sporting organisations (and societies generally) to understand the reform as it will very likely have an impact on their rules, governance and administration matters. Over the next three articles, we look at what the proposed reform holds in store. Firstly, we discuss generally the benefits of benefits of incorporation and the proposed reform. Secondly, we look at more detail into how the changes will affect the governance of societies, new annual obligations that societies will need to meet, and addressing conflicts of interest. Thirdly and finally, we look at the features of the proposed reform on procedures for dispute resolution, the distribution of societies' assets on termination and provide an overall wash-up as to the need for societies to review their rules to see how they fit with the proposed reform.

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22/08/2014

Companies Amendment Act 2014

Changes to the requirements for directors On 11 August 2014 the Companies Amendment Act 2014 (Amendment Act) received Royal assent. This Amendment Act makes a number of significant changes to the Companies Act 1993 (Act), and it is therefore important for directors of companies to be aware of. One of the most significant of these changes is the introduction of a requirement for every New Zealand incorporated company to have: • a director who lives in New Zealand; or • a director who is also a director of a company incorporated in, and who also lives in, an "enforcement country".

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10/01/2014

Kiwi lawyer grabs prime seat for market on brink of boom

Wynn Williams partner Hayley Buckley speaks with great passion about a client she’s been working with over the past two years, and she says what they offer lends huge opportunities to the New Zealand legal profession.

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18/09/2013

Impact of Health and Safety Reforms at Governance Level

Recently, increased workplace safety attention has been directed toward the governing level of employer organisations. Particular catalysts for this have been the two recent Royal Commissions of Inquiry (Pike River and Canterbury Earthquakes), and a report from the cabinet appointed Independent Taskforce on Workplace Health and Safety (the Taskforce).

Keep reading...


6/06/2013

Advertising Ethical and Socially Responsible Business

Last month Dole came under scrutiny for labelling its fruit products with stickers bearing the slogan “Ethical Choice”.  Dole’s justification for the labels was that it has a commitment to ethical conduct throughout its business operations by providing a "safe, healthy, fair, and productive environment" for its workforce.

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22/05/2013

Sharing in the Proceeds: A Tenant's Interest in its Landlord's Insurance Policy

A recent decision of the High Court Earthquake List in Christchurch has considered the interests of a tenant under its landlord's insurance policy.

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17/04/2013

Insurance Contracts to be bound by fairness?

On the evening of Wednesday 17 April, Craig Foss, Minister of Commerce and Consumer Affairs, proposed without prior announcement an amendment to the Consumer Law Reform Bill, specifically targeted at insurance contracts. A Supplementary Order Paper released on 10 July 2013 makes substantive amendments to the Consumer Law Reform Bill, alleviating the concerns raised in the following article.

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4/04/2013

Section 296 - Avoiding A Voidable Transaction

The recent decision of the Court of Appeal in Farrell and Rogan as Liquidators of Contract Engineering Limited (In Receivership and In Liquidation) v Fences & Kerbs Limited [2013] NZCA 91 has implications for those trading on credit.  Previously the defence in an insolvent liquidation, if the liquidator tried to claw back a payment, was available when prior value was given for the payment received.  This is no longer the case.

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3/02/2013

Avoiding Employment Costs of a Business Sale or Restructure

If you sell or transfer your business, you need to consider the employment consequences of selling the business or transferring the business to another entity.  Many employers do not think about this. However, when you do sell your business to a third party, or even transfer it to an associated entity, you trigger the restructuring and redundancy provisions of the Employment Relations Act 2000 ("ERA 2000").  If you don’t have the right measures in place, this can be costly – even where the employees continue in their same roles with the new employer or entity.

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28/01/2013

Directors' Duties and Specialisation

Recent litigation surrounding collapsed finance companies has brought into question the legal standard of the care, diligence, and skill expected of company directors.  In particular the cases have grappled is the extent to which specialisation within a board of directors is permitted. 

Keep reading...


25/10/2012

Land Acquisition: What if my Land in the CBD is Designated?

If you have land in an area to be used for one of the anchor projects, your land may be acquired by the Crown. The CCDU will very soon be sending affected land owners a letter explaining what is happening and asking them to answer some questions about their properties. The Crown’s agents (The Property Group or others) will then contact the land owners about the next steps.

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20/07/2012

Commercial Earthquake Insurance Claims - Lessons Learned and Observations

When going into bat for commercial clients to help maximise their earthquake insurance claims, two things are vital:  information and tenacity.

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18/07/2012

Post Earthquake Construction

The key to putting together a solid project with good prospects of success in the current environment is to thoroughly prepare in advance, understand what the risks to the project might be, and take a practical approach to allocating those risks across the parties involved.

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13/06/2012

Construction Contracts: the effects of the Canterbury Quakes

The Canterbury earthquakes have thrown up many things to be learnt.  This article highlights some key things to consider when planning a new commercial building contract.  These issues apply wherever the building is to be located in New Zealand.

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8/03/2012

The Importance of a Written International Sale of Goods Contract

Exporters may complete numerous successful trades with buyers without the existence of a written contract.  Despite this, there are practical reasons why a written contract can assist the parties both during and after their negotiations.

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6/03/2012

International Sale of Goods

If you import or export goods, the chances are you will have been involved in a contract that is subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG for short). The Convention governs thousands of contracts each year but surprisingly many people don’t know about it.

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16/02/2012

Handling Redundancies in Tough Times

Canterbury business owners have received a number of blows over the last couple of years.  The ongoing global financial crisis coupled with the effects of the Christchurch earthquake and subsequent aftershocks have hit many businesses hard.  Some business owners can no longer carry on as they have done in the past and now must consider downsizing their business to keep afloat.  This may result in business owners having to make the tough decision to lay off some of their staff. 

Keep reading...


6/07/2011

New Company Tax Rules

The Taxation (GST and Remedial Matters) Act 2010 (the “Act”) was enacted on 20 December 2010.
The Act introduces changes to the rules for Qualifying Companies (QC) and Loss Attributing
Qualifying Companies (LAQC) and creates a new type of company, the Look-Through Company (LTC).

Keep reading...


18/10/2010

The Insolvency Practitioners Bill 2010 - Aims and Implications

Following an extensive consultation process as part of its overall review of insolvency law, on 27 April 2010
the Government introduced into Parliament the Insolvency Practitioners Bill which provides for a negative
licensing regime for insolvency practitioners.

Keep reading...


12/09/2010

The Pitfalls of Tenders

What are your rights if you wish to buy or sell something by tender? Annabel Sheppard, a partner of the
Christchurch Lawlink firm of Wynn Williams, points out that the tendering process can be very useful
as long as it is handled correctly. An example may be found in the decision of the Court of Appeal in
Transit New Zealand Limited v Pratt Contractors Limited, which related to the Vinegar Hill project on State
Highway 1 where the court made its views very clear.

Keep reading...


15/04/2009

Business Borrowing: The Impact on Family Trusts

How can business borrowing affect your family trust? Annabel Sheppard, partner, and Charlene Sell,
solicitor, from Wynn Williams, discuss the risks of taking out a business loan secured by trust assets.

Keep reading...

Reported Decisions

  • Ruscoe v Canterbury Policy Holders [2012] 2 NZLR 438; (2011) 9 NZBLC 103,483
  • GP 96 Ltd v FM Custodians Ltd [2011] 12 NZCPR 489
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Wynn Williams Christchurch
Level 5, Wynn Williams House, 47 Hereford Street, Christchurch 8013, New Zealand.
PO Box 4341, DX WX11179, Christchurch 8140.
+64 3 379 7622
+64 3 379 2467
Wynn Williams Auckland
Level 25, Vero Centre, 48 Shortland Street, Auckland 1010, New Zealand.
PO Box 2401, Shortland Street, Auckland 1140.
+64 9 300 2600
+64 9 300 2609
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