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Corporate & Business Association Law

Assignment Instruction :

The maximum number of words permitted in the assignment (including footnotes or references/bibliography) is 1,500.

Due Date : 18th May 2022.

Referencing and Legal Citation

· Sources should be accurately cited. Please pay particular attention to the requirements for adequate references and citations to avoid the appearance of plagiarism (see the Course Outline on this point).

· You may use either footnotes (follow the format found in the New Zealand Law Style Guide) or APA style references in your essay.

General Comments on Style

Please note the importance of writing professionally. Accountants are professionals and should write in a professional manner. Hence, please pay close attention to:

· Grammar and syntax

· punctuation; and

· semantics.

Also consider your writing style:

· The active voice is generally preferable to the passive. The active voice uses less words and progresses more logically.

· Use single verbs where possible rather than verbal phrases. Again, there is the advantage of less words which eases comprehension.

· Use adjectives and adverbs only if necessary or desirable.

· Use shorter sentences (a general principle is use no more than 20 words each sentence).


Jane Myles owned and operated a successful and profitable business in agricultural contracting. Jane incorporated a company called Jane Myles Contracting Company Limited (the company). She then transferred her business, including all the assets she used in the business, to the company in consideration of the issuance of shares to her.

The company had three directors: (1) Jane, (2) Michael, Jane’s husband, and (3) solicitor Charles Cary, their friend. Jane and Michael were blessed with 11 children over the years. As they grew up, Jane transferred some of her shares to each child to encourage them to participate in the family business, which they duly did.

At some point, the company’s profits plummeted. Shona Peters, a local chartered accountant, was commissioned to investigate the company’s business and advise on measures to restore its profitability.

Amongst other recommendations including marketing and diversification, Shona advised the company to undertake significant cost-cutting measures. Specifically, she suggested that the company incur costs only if strictly necessary.

The directors considered Shona’s report and asked the company’s accounts clerk to prepare a board paper recording the costs the company incurs. Amongst these costs are the significant fees it must pay Shona annually to prepare the company’s annual financial statements.

Given these costs, the directors resolved unanimously to terminate its relationship with Shona. In doing so, the directors believed that the company’s accounting records would suffice in the meantime.

Despite these steps, the company could not compete effectively and became insolvent. A liquidator was appointed by order of the High Court, following an application by a major creditor, Joseph Buckley Machine Repairs Co Ltd.

The liquidator found it exceedingly difficult to liquidate the company because the company lacked financial statements. The company’s accounting records were also chaotic. Accordingly, the liquidator found it very arduous to ascertain the company’s assets and liabilities.

These difficulties caused the liquidator to incur significantly more costs than is usual for a liquidation of this type of company. Hence, the funds available for creditors were greatly reduced. Accordingly, Joseph Buckley Machine Repairs Co Ltd is facing a very significant shortfall on the debt owed to it.

You are the accountant at Joseph Buckley Machine Repairs Co Ltd. Your manager, the chief executive officer, directs you to write a report advising him what, if anything, Joseph Buckley Machine Repairs Co Ltd should do.


Write a report to the chief executive officer of Joseph Buckley Machine Repairs Co Ltd advising him what he should do giving legal reasons.

Legal Sources:

Companies Act 1993, Parts 8, 11, & 16


Watts P, Campbell N, and Hare C, Company Law in New Zealand 2nd ed (LexisNexis, Wellington 2015)