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CORPORATE AND COMMERCIAL - APRIL UPDATE
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Update on general corporate and commercial legal developments.

The following noteworthy updates have recently occurred:
• FMA publishes guidance on fair dealing in advertising and communications for licensed crowdfunding services and peer-to-peer lenders
• FMA releases revised Corporate Governance Handbook
• Major reforms to the Privacy Act introduced

FMA publishes guidance on fair dealing in advertising and communications for licensed crowdfunding services and peer-to-peer lenders

The Financial Markets Authority (‘FMA’) has published guidance on fair dealing in advertising and communications for licensed crowdfunding services, peer-to-peer lenders and companies that offer financial products on these platforms. The guidance sets out the FMA’s expectations for marketing and promoting these offers and platforms to consumers.

More information on this update can be found here.

FMA releases revised Corporate Governance Handbook

On 28 February 2018, the FMA published the latest version of its Corporate Governance Handbook (‘Handbook’). The Handbook contains principles and guidelines for directors, executives, and advisers of non-listed and public-sector New Zealand companies.

The Handbook makes updates to:

  • reflect developments in corporate governance best practice to align with New Zealand and global expectations; and
  • remove overlap with the NZX Corporate Governance Code (‘NZX Code’), so that the NZX Code will be the primary source of guidance for NZX listed issuers.

More information on the Handbook can be found here.

Major reforms to the Privacy Act introduced

On 20 March 2018, the Privacy Bill was introduced to Parliament (‘Bill’) and is currently in its first reading. The Bill follows on from the 2011 review of the Privacy Act 1993 (‘Privacy Act’) undertaken by the New Zealand Law Commission. Once passed, the Bill will repeal and replace the existing 25-year-old Privacy Act. The Bill is an attempt to reflect the vast changes in technology that have occurred during recent decades and to better align New Zealand’s privacy law with international developments, such as the European Union’s upcoming General Data Protection Regulation (‘GDPR’).

Key changes under the Bill include:

  • Mandatory reporting of privacy breaches;
  • Compliance notices;
  • Strengthening cross-border data flow protection;
  • New criminal offences and increased fines;
  • The Commissioner is able to make binding decision on access request; and
  • The strengthening of the Privacy Commissioner’s information gathering power.

Please click here for our full commentary on the Privacy Bill.

Takeovers Panel - Guidance note

The Takeovers Panel (‘Panel’) has released revised versions of its Guidance Note on Independent Advisers and its Guidance Note on Target Company Statements.

The Guidance Note on Independent Advisers and the Code has been updated to reflect changes to reports for takeover offers, shareholder meetings, and compulsory acquisitions. The Guidance Note on Target Company Statements has been updated to reflect changes to compliance requirements under the Code.

More information on this update can be found here.

Law Society launches Law Care phone line and online reporting

On 3 April 2018, the New Zealand Law Society (‘NZLS’) launched the Law Care phone line, alongside an online facility, for lawyers to submit confidential reports of workplace harassment and other unacceptable behaviour. The Law Care phone number is 0800 0800 28.

The Law Care phone line is part of a wider initiative of the NZLS to address allegations of bullying and harassment in the legal profession. Callers will be able to discuss their experiences or the experiences of others, and receive information on the support available to them and how they can lodge a report.

The Law Care line will operate from Monday to Thursday between 9am and 7:30pm and on Friday from 9am to 5pm. It is staffed by five people employed by the NZLS. Details of the calls are confidential and will not be disclosed by the NZLS.

Change to "bright-line test" passed

Parliament has extended the "bright-line test" for tax on disposal of residential land from two to five years, following the passing of the Taxation (Annual Rates for 2017-18, Employment and Investment Income, and Remedial Matters) Bill.

From 29 March 2018, people who sell residential property within five years of buying it are required to pay income tax on the gains from the sale, unless:

  • it is their main home;
  • they have inherited the property; or
  • they received the property as part of a relationship settlement.

If you would like to discuss any of these updates further, please contact your usual Kensington Swan advisor or any member of our Corporate and Commercial Team on CorporateAndCommercial@kensingtonswan.com or our Banking and Financial Markets team on financialmarkets@kensingtonswan.com.

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