Dimensions in Business Finance Law

Abstract

Business finance law is an area of law where form, rather than substance, is all important. Well-intentioned legislative attempts to simplify corporate documentation have proved largely ineffective in practice. Even though the economic ownership of all companies in a group may be identical, when one addresses the question of whether one company can validly guarantee a liability of another company in the same group the doctrine of corporate personality requires that the interests of each company in the group must be considered separately. This book offers analysis of a rapidly developing area by professional and academic specialists, explaining relevant cases and statutes, and proposes practical solutions for difficult and obscure legal issues. The chapters are:

David Goddard: Execution of Documents by Companies

John Stevens: The Solicitor’s Certificate and Undertaking

John Farrar and Geoffrey McLay: The Interface of Floating Charges, Romalpa Clauses and Credit Factoring

Robert Dugan: Subordinate Agreements, Deposit Account Financing, and Loan Participation under the Draft Personal Property Securities Act

Kathryn Snook and Peter Ratner: Interested Directors

Ian Stewart and Graham Mouat: Cross Guarantees and the Corporate Purpose

Richard McLean: The Companies Bill and the Solvency Test: Implications for Financial Institutions

Robert McInnes: Joint Ventures: Status Vis-à-Vis Third Parties and the Commissioner of Inland Revenue

Gerald Fitzgerald: Swaps: Hammersmith and the Powers of New Zealand Statutory Bodies to Enter Swap Contracts

Keywords: Business finance law, company law, The Companies Act, banking

JEL Classification: K33