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New Zealand’s Specialist
Project Lawyers

There is a marked difference

in the way Greenwood Roche operates. From the outset we have focused on clearly defined specialist areas, retaining highly respected legal experts in each field. We then take that further; ensuring clients have direct and regular access to the most senior partners and lawyers, in a cost efficient manner.

Close contact with experts and clear cost advantages

We advise on a range of significant public and private sector projects. To ensure our specialists are always where they’re needed, we operate as one office with hubs in Auckland, Wellington & Christchurch.

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Recent Projects

Projects

Northern Interceptor and North Harbour No. 2 Pipeline Projects

Greenwood Roche is assisting Watercare with these two strategic pipeline projects...

Recent Projects


Northern Interceptor and North Harbour No. 2 Pipeline Projects

Greenwood Roche is assisting Watercare with these two strategic pipeline projects designed to enable Watercare to keep up with the proposed growth in the northwest of Auckland.


These two projects are estimated to cost Watercare $800 million. The Northern Interceptor wastewater project will be constructed in various stages with construction to begin soon on stage one to service the growth areas in Massey North, Whenuapai, Hobsonville, Kumeu, Huapai and Riverhead. The North Harbour No.2 watermain will service the new Albany reservoir and will replace the existing watermain which cannot be maintained without disrupting local water supplies.

Hadleigh Yonge is leading Greenwood Roche’s team which is advising Watercare on all aspects of these projects, including providing strategic advice, negotiating and acquiring property rights, and advising and dealing with issues relating to compensation.


Specialist expertise

Key lawyers involved

Similar projects
Watercare’s North Shore Trunk Sewer 8

Recent Projects


Watercare’s North Shore Trunk Sewer 8

Watercare Services Limited is responsible for providing water and wastewater services to the greater Auckland region and is undertaking a number of projects to increase its infrastructure network.


Greenwood Roche is advising Watercare on the construction of a significant new wastewater pipeline in the Northcote area. The project affects a number of properties including private and various forms of public land.  Our work has included the acquisition of property rights to enter and construct the works, and issues relating to compensation.


Specialist expertise

Key lawyers involved

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Waipa Networks’ new transmission line

Recent Projects


Waipa Networks’ new transmission line

Waipa Networks has identified the need to construct a new 110kV transmission line to increase the security and reliability of electricity supply to Te Awamutu and the surrounding areas.


We are advising Waipa Networks on this project. Our work has included strategic advice, acquisition of land property rights, Maori land issues, and advice on compulsory acquisition rights and compensation entitlements.


Specialist expertise

Key lawyers involved

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Aratiatia hydroelectric plant refurbishment

Greenwood Roche has assisted Mighty River Power with the procurement and negotiation...

Aratiatia hydroelectric plant refurbishment

Recent Projects

Aratiatia hydroelectric plant refurbishment

Aratiatia hydroelectric plant refurbishment

Greenwood Roche has assisted Mighty River Power with the procurement and negotiation of contracts for its plant refurbishment project at Aratiatia


Austria-based Andritz was awarded the contract to provide work on three generating units at the 78-MW Aratiatia hydroelectric station.

The Greenwood Roche team for this project comprised partner Barry Walker and special counsel Adrian Doherty.  Barry and Adrian are experienced international construction project lawyers, comfortable using a variety of international standard documents, including FIDIC, to assist in smooth cross-border negotiations.


Specialist expertise

Key lawyers involved

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Mitre 10 Support Centre

Greenwood Roche assisted Mitre 10 with its new head office project in Auckland...

Recent Projects


Mitre 10 Support Centre

Greenwood Roche assisted Mitre 10 with its new head office project in Auckland


Greenwood Roche acted for Mitre 10 in respect of the procurement and engagement of the contractor and consultant team for its new head office and support centre in Albany.

The facility will comprise approximately 7,000 m² at 65-67 Corinthian Drive, Albany, Auckland. It is being developed by Mitre 10 itself and is due for completion in late 2016.

The Greenwood Roche team for the project included partner Barry Walker and special counsel Adrian Doherty.


Specialist expertise

Key lawyers involved

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Bid to Purchase Rimu, Kauri and Manutahi Oil and Gas Assets

UK listed oil and gas explorer Mosman Oil & Gas was successful in striking a deal...

Bid to Purchase Rimu, Kauri and Manutahi Oil and Gas Assets

Recent Projects


Bid to Purchase Rimu, Kauri and Manutahi Oil and Gas Assets

UK listed oil and gas explorer Mosman Oil & Gas was successful in striking a deal with Origin Energy to purchase the Taranaki Rimu, Kauri and Manutahi (RKM) petroleum fields and associated petroleum production infrastructure.


Alas, with oil prices falling below US$40 per barrel for a sustained period, Mosman and its joint venture partners were forced to cancel the sale and purchase agreement.  Reportedly, the assets may still be available for purchase.
Partner Brigid McArthur and solicitors Susan Baas and Kurt McRedmond worked with Mosman on its acquisition project, including on its due diligence, sale and purchase negotiations and applications for New Zealand Petroleum & Minerals and Overseas Investment Office consents.


Specialist expertise

Key lawyers involved

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Establishment of CarboNZero Certified Ecotricity Limited Partnership

Ecotricity is New Zealand’s only “carboNZero” certified, 100% renewable electricity...

Establishment of CarboNZero Certified Ecotricity Limited Partnership

Recent Projects


Establishment of CarboNZero Certified Ecotricity Limited Partnership

Ecotricity is New Zealand’s only “carboNZero” certified, 100% renewable electricity retailer. This means that it sources electricity only from sustainable and renewable sources, such as hydro and wind.



Partner Brigid McArthur recently acted for Ecotricity Limited on the establishment of the joint venture, by way of limited partnership, with Pioneer Generation Limited.  Pioneer owns and operates some significant renewable generation projects in the South Island.  The Ecotricity Limited Partnership is also investing in electric vehicles and associated infrastructure.
Together, Ecotricity and Pioneer are championing the case for investment in renewables and we congratulate them on their venture.  They are at the forefront of what is a growing trend away from conventional fossil fuel based technologies.  Your support can be enhanced by visiting the Ecotricity website and checking the deals on offer.  www.ecotricity.co.nz


Key lawyers involved

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New National Head Office for Ministry of Education

Greenwood Roche represented the Ministry of Education on the redevelopment and 15...

New National Head Office for Ministry of Education

Recent Projects

New National Head Office for Ministry of Education

New National Head Office for Ministry of Education

Greenwood Roche represented the Ministry of Education on the redevelopment and 15 year lease of the Ministry’s new national head office at 33 Bowen Street, Wellington.


At approximately 13,100m2, the Bowen Street transaction was a full building lease and one of the largest commercial office leasing deals in New Zealand for the year. Greenwood Roche assisted the Ministry on all aspects of the negotiation and documents for the transaction, which included substantial refurbishment works, a seismic upgrade for the building and an integrated fitout.

The Greenwood Roche team for the deal were partner Jeannie Warnock and principal Doran Wyatt, both based in Wellington.
 


Specialist expertise

Key lawyers involved

Similar projects
Ministry of Business, Innovation and Employment – New National Office Redevelopment

Recent Projects

Ministry of Business, Innovation and Employment – New National Office Redevelopment

Ministry of Business, Innovation and Employment – New National Office Redevelopment

At over 20,000m2 of space, the redevelopment of a landmark Wellington building has provided the New Zealand Government’s largest Ministry with a substantial new National Office.


Greenwood Roche has successfully assisted the Ministry for Business, Innovation and Employment in the redevelopment and lease of MBIE’s new National Office premises in Wellington.
 
Greenwood Roche has continued to provide advice to MBIE throughout the course of the redevelopment, including assisting with the sale of the building to an NZX-listed property investment company during the project.
 
MBIE’s new National Office is one of a number of substantial redevelopment projects within Wellington on which Greenwood Roche has acted.


Specialist expertise

Key lawyers involved

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New National Head Office for Transpower

Recent Projects


New National Head Office for Transpower

Greenwood Roche represented Transpower New Zealand Limited in relation to the redevelopment and lease of Transpower’s future national head office at Boulcott Street, Wellington.


Transpower plans, builds, maintains and operates New Zealand’s high voltage electricity transmission network. The new premises will house around 500 staff and the 24/7 control room for the National Grid.  At approximately 8,400m2, the Boulcott Street transaction is one of the largest commercial office leasing deals in New Zealand this year.

The Greenwood Roche team included partner John Greenwood and principal Doran Wyatt, both based in the firm’s Wellington office.


Specialist expertise

Key lawyers involved

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Redevelopment of 56 The Terrace, Wellington

Recent Projects


Redevelopment of 56 The Terrace, Wellington

Kiwi Income Property Trust, one of the country’s largest listed property investors, is undertaking a $67 million redevelopment of its property at 56 The Terrace, Wellington, for lease by the Ministry of Social Development.


We are advising Kiwi Income Property Trust on this project. Our work has included advising on the development agreement and the 18 year deed of lease with the Crown and preparing and advising on the construction contract for the development works.


Specialist expertise

Key lawyers involved

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New Co-located Processing facility in Palmerston North

Recent Projects


New Co-located Processing facility in Palmerston North

New Zealand Post has recently commenced operations at its new Manawatu Co-located Processing Facility.


Comprising over 7,000 square metres including a mail processing warehouse, staging interchange areas, and associated office accommodation (and a combined investment of over $10 million), the facility houses NZ Post’s mail processing functions for the entire lower North Island.

The facility is situated in the heart of Palmerston North’s main industrial area, and is strategically convenient to all major transport systems in the city (including the airport, state highways and rail network).

Greenwood Roche assisted NZ Post on the development, construction and leasing aspects of the facility. The development agreement provided for delivery of tenant works as a variation to the landlord's main contract and early engagement of the Main Contractor on a fixed margin open book basis. Both features enabled the project to be completed seamlessly to a tight schedule while maintaining the appropriate distribution of risk and responsibility between the parties.
 


Specialist expertise

Key lawyers involved

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Watercare’s new head office

Recent Projects

Watercare’s new head office

Watercare’s new head office

Watercare Services Limited is responsible for providing water and wastewater services to the greater Auckland region, and employs a large number of people across many different teams.


We acted for Watercare in relation to its new head office premises located in Newmarket, Auckland. This was a significant project, involving the negotiation of a comprehensive redevelopment agreement and subsequent deed of lease, and further extensive advice in relation to Watercare’s ability to terminate its existing tenancies at that time.


Specialist expertise

Key lawyers involved

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New Co-located Processing facility in Palmerston North

New Zealand Post has recently commenced operations at its new Manawatu Co-located...

Recent Projects


New Co-located Processing facility in Palmerston North

New Zealand Post has recently commenced operations at its new Manawatu Co-located Processing Facility.


Comprising over 7,000 square metres including a mail processing warehouse, staging interchange areas, and associated office accommodation (and a combined investment of over $10 million), the facility houses NZ Post’s mail processing functions for the entire lower North Island.

The facility is situated in the heart of Palmerston North’s main industrial area, and is strategically convenient to all major transport systems in the city (including the airport, state highways and rail network).

Greenwood Roche assisted NZ Post on the development, construction and leasing aspects of the facility. The development agreement provided for delivery of tenant works as a variation to the landlord's main contract and early engagement of the Main Contractor on a fixed margin open book basis. Both features enabled the project to be completed seamlessly to a tight schedule while maintaining the appropriate distribution of risk and responsibility between the parties.
 


Specialist expertise

Key lawyers involved

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New National Head Office for Transpower

Greenwood Roche represented Transpower New Zealand Limited in relation to the redevelopment...

Recent Projects


New National Head Office for Transpower

Greenwood Roche represented Transpower New Zealand Limited in relation to the redevelopment and lease of Transpower’s future national head office at Boulcott Street, Wellington.


Transpower plans, builds, maintains and operates New Zealand’s high voltage electricity transmission network. The new premises will house around 500 staff and the 24/7 control room for the National Grid.  At approximately 8,400m2, the Boulcott Street transaction is one of the largest commercial office leasing deals in New Zealand this year.

The Greenwood Roche team included partner John Greenwood and principal Doran Wyatt, both based in the firm’s Wellington office.


Specialist expertise

Key lawyers involved

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News & Insights

Insights

Update: Construction Contracts Amendment Act 2015

In October this year, the Government introduced a Bill which would provide that the new...

News & Insights

Update: Construction Contracts Amendment Act 2015

In October this year, the Government introduced a Bill which would provide that the new retentions regime under the Construction Contracts Amendment Act 2015, due to come into force from 31 March 2017, will not apply to a construction contract that was entered into before 31 March 2017.


Under the current Amendment Act, the regime would apply to any retentions money held under commercial construction contracts from 31 March 2017, regardless of when the contract was entered.  The proposed change has been issued in response to the significant concerns raised by the industry regarding the approach under the Amendment Act, discussed further in this article here.
 
The Bill is currently before the Select Committee.
 
For further information regarding the Construction Contracts Act 2002 or any construction related matters, please don’t hesitate to contact one of our team.


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Greenwood Roche expands Resource Management team

Greenwood Roche is delighted to welcome Francelle Lupis as a Principal in our national...

Greenwood Roche expands Resource Management team

News & Insights

Greenwood Roche expands Resource Management team

Greenwood Roche expands Resource Management team

Greenwood Roche is delighted to welcome Francelle Lupis as a Principal in our national Resource Management team.


Francelle joins Greenwood Roche having spent the last ten years at a large Auckland firm, after returning from London.  Francelle’s appointment expands our Resource Management capability in Auckland and she will be working alongside our existing specialists Lauren Semple, Monique Thomas, Hannah Marks, Rachel Murdoch, Georgina Thomas and Sean Conway.


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Greenwood Roche Young Achiever of the Year 2016

We were pleased to continue our support of the Property Council Southern Excellence awards...

Greenwood Roche Young Achiever of the Year 2016

News & Insights

Greenwood Roche Young Achiever of the Year 2016

Greenwood Roche Young Achiever of the Year 2016

We were pleased to continue our support of the Property Council Southern Excellence awards which recognise and celebrate the people in property in the South Island. The award winners were announced in a spectacular event in Christchurch on 18 November 2016.


Congratulations to Nick Yannakis of Powell Fenwick Consultants, the winner of the Greenwood Roche Young Achiever of the Year Award.  Nick, in his role as Technical Director, has worked on a variety of leading projects including the QEII Recreation and Sports Centre, the Transitional Cathedral, the Christchurch Arts Centre and currently the Metro Sports Facility.  Nick will also receive a prize provided by the Property Council’s South Island Education Trust which includes complementary attendance at the Property Council’s National Conference in 2017.
 
James Riddoch, in presenting Nick with the award, said, "We are delighted to be able to continue our support for the Property Council and the Southern Excellence Awards through this award.  The quality of nominees for the Greenwood Roche Young Achiever of the Year was very high and should stand the South Island property sector in good stead for the future.  Congratulations to Nick, a very worthy recipient for his ongoing commitment to, and excellence in, property (particularly in relation to aquatic engineering) and his significant contribution to his community".


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Questioning the pre-circulation rule in the Resource Management Act 1991 - Time for a rethink?

Public participation in the resource consent process is a hotly-contested area of debate....

News & Insights

Questioning the pre-circulation rule in the Resource Management Act 1991 - Time for a rethink?

Public participation in the resource consent process is a hotly-contested area of debate.


In the November issue of the Property Lawyer Magazine, Greenwood Roche lawyers Sean Conway and Rachel Murdoch examine the merits or otherwise of the pre-circulation of expert evidence rule in the Resource Management Act 1991. Click here for a link to their article.


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Update on the Resource Legislation Amendment Bill

In late 2015, the National government introduced a suite of resource management law reforms...

Update on the Resource Legislation Amendment Bill

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Update on the Resource Legislation Amendment Bill

Update on the Resource Legislation Amendment Bill

In late 2015, the National government introduced a suite of resource management law reforms through the Resource Legislation Amendment Bill (RLAB). The RLAB received over 750 written submissions and heard oral submissions in Wellington, Auckland and Christchurch over a two month period. This update provides an overview of where in the process the RLAB is, the key changes proposed by the RLAB and the key concerns raised in submissions.


Where is the bill in the legislative process?

Over the past couple of months there has been a great deal of parliamentary commentary as to whether the National Party would be able to obtain sufficient support to pass the RLAB. It is understood that the support of the Maori party has now been gained by ensuring that provisions relating to Iwi Participation Agreements (IPAs) remain in the amended legislation.

The RLAB is currently with the Local Government and Environment Select Committee. The Committee has been granted a number of extensions due to the extent of submissions received and it is expected that the report will be presented to Parliament for its second reading in the first quarter of 2017.

Key changes proposed in RLAB

RLAB proposes a number of changes to the Resource Management Act (RMA) including;

  • The introduction of regulation making powers designed to permit specified land uses and  avoid unreasonable restrictions on certain land by prohibiting and removing Council planning provisions;
  • Enabling the development of a national planning template;
  • Amendments to ensure Councils provide sufficient land for residential and business development;
  • Provisions to allow for collaborative planning processes and ‘special’ planning processes as an alternative to normal planning processes;
  • The introduction of procedural changes designed for ‘fast tracking’, such as reduced opportunities for public participation; and
  • The introduction of IPAs.
The RLAB also proposes amendments to other environmental legislation such as the Reserves Act, Public Works Act, Conservation Act and the Exclusive Economic Zone and Continental Shelf Act.

Key issues raised in submissions

The key issues raised in submissions relate to:
  • The reduction of appeal rights;
  • The reduction of public participation opportunities;
  • Increased centralised decision making;
  • Introduction of iwi provisions;
  • Effect of changes on ‘environmental bottom lines’; and
  • Whether the proposed changes would achieve their intended outcomes. 
Reduction in appeal rights

The RLAB proposes a number of amendments that would reduce appeal rights, including restricting the ability to appeal to the Environment Court for residential and subdivision activities unless they have a non complying activity status, restrictions on appeal rights in the new alternative planning processes and the ability to strike out submissions on resource consents that do not have a sufficient factual basis or are not supported by evidence.

Many submitters have raised concerns about restricting appeal rights, saying that merit appeals are a critical check on decision making powers. Submitters have also raised concerns with the proposed mandatory strike out of submissions that do not meet certain criteria. It is considered by some that this would be unfair and would discourage lay submitters, who do not have experience with the resource management process.    

Reduction in public participation opportunities

Changes to notification and affected party provisions, the ability for Council’ to limited notify plan changes and the new regulation making powers that would allow the Minister to further suppress notification provisions, are all ways the RLAB proposes to limit public participation.

Public participation is one of the cornerstones of the RMA and is seen by many as enabling a more holistic view of effects on the environment and increasing the quality of decision making. Others argue that public participation is time consuming and costly for limited improvement in the quality of decisions.  It is this tension that will lie at the heart of many people’s views about the appropriateness or otherwise of the proposed reforms.  Notably, many Councils have said in their submissions that they doubt whether the proposed changes will result in the desired outcome of improved efficiency, given only about 4% of all applications are currently notified.

Increase in centralised decision making

The RLAB proposes to centralise a number of decision making powers to ensure nation-wide consistency. It is proposed that this would be achieved through:
  • new regulation making powers that could override current provisions and prohibit Councils from making further provisions that would unreasonably restrict land use for residential development;
  • regulatory powers that further limit notification processes;
  • the introduction of national planning templates with an ability to include mandatory objectives, policies and rules;
  • Ministerial decision making on streamlined planning processes; and
  • the removal of the control of Hazardous substances from Local Authorities.
While some of these processes such as a national planning template were generally supported, concerns have been raised about the extent of power that the Minister would obtain. Many submitters raised a concern that this was leaning too far on the idea of centralised decision making and that many ‘grassroots’ local decisions will be lost. Localised decision making can be useful in resource management processes as different environmental outcomes can be required across New Zealand.

Introduction of iwi provisions

Iwi Participation Agreements (IPAs) are a mechanism that enables iwi and councils to develop processes on how iwi can be involved in resource management processes to ensure that there is a shared understanding of each party’s expectations and roles. Many councils and iwi have already developed IPAs through various treaty settlements and good practice. The proposed changes in the RLAB are aimed to ensure consistency of IPAs nationwide and to ensure that IPAs are developed between all councils and iwi.

A number of individual submitters called for these provisions to be removed from the RLAB as they were opposed in principle to the idea of distinctions being made on the basis of race and claimed that this would be undemocratic to other members of the community. In general, IPAs were supported by other submitter groups such as industry groups, local government and environmental groups. Concerns were expressed from these groups about cost to local councils and iwi to develop IPAs, whether recognition will be given to existing arrangements and the definition of ‘iwi authority’. IPA processes were also supported by iwi submitters, many who considered that IPAs should be similar in nature to the ‘Mana Whakahone a Rohe’ model outlined in the MOE consultation document 'Next steps for fresh water' available here.

Effect of changes on environmental bottom lines

A number of environmental groups have raised concerns about the cumulative effect of the proposed changes on environmental bottom lines. The proposed changes include the ability for consent authority to waive the requirement for resource consent, environmental offsetting, the ability for consent rules to be more lenient that National Environmental Standards, limiting the scope of resource consent submissions and allowing the Environment Court to allow councils to acquire land.

Whether proposed changes will achieve their intended outcomes

Many submissions questioned whether the RLAB would achieve their intended outcomes and whether a more fundamental review of the RMA was required. Some of the key outcomes of the RLAB were to streamline resource consent processes, increase national consistency and reduce the cost of resource management processes.

Many submitters commented that the proposed changes were likely to increase rather than reduce the complexity of the RMA, as a result of the overhaul to the notification provisions and the introduction of the two new planning processes. Submitters were also concerned that a cost-benefit analysis has not been prepared about the cost burdens which local councils could face in implementing the reforms.
The main thread throughout many of the submissions was whether the timing was suitable for a reform of the RMA, or whether the reforms should be introduced after the reviews of the planning system were completed by Local Government New Zealand and the Productivity Commission. 

Where to from here?

From our review of the submissions, we consider that it is likely that there will be safeguards put in place to limit the extent of Ministerial powers as this was a key concern raised in the majority of submissions. We also consider that the proposed changes to public participation will generate a great deal of scrutiny during the select committee process and may not survive in their current form.  We will continue to post updates as more information on this legislation comes to hand.


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National Policy Statement on Urban Development Capacity Released

...files/download/0fa9df1ac288a34">“The Urban Development NPS has been delivered in less than nine months – far less than the standard time of three years.  This reflects the importance of action on housing and the increased emphasis of national Resource Management Act tools.  It sits alongside the new Unitary Plan and Government’s RMA reforms to address the core issue of increasing land supply.” – Environment Minister Dr. Nick Smith" char_limit="85"}}

National Policy Statement on Urban Development Capacity Released

Urgent legislative response to Hurunui/Kaikoura Earthquake

On 14 November 2016, a 7.8 Richter scale earthquake awoke kiwis throughout New Zealand....

Urgent legislative response to Hurunui/Kaikoura Earthquake

News & Insights

Urgent legislative response to Hurunui/Kaikoura Earthquake

Urgent legislative response to Hurunui/Kaikoura Earthquake

On 14 November 2016, a 7.8 Richter scale earthquake awoke kiwis throughout New Zealand. Significant damage occurred to land, coastal areas, buildings and infrastructure across the country and, subsequently, a number of legislative measures have been put in place to facilitate the recovery.


Legislative changes
The Civil Defence Emergency Management Amendment Act 2016 (CDEMAA) was enacted on 15 November 2016 but with the majority of clauses not coming into effect until May 2017 it did not provide the necessary assistance to respond to these new quakes. As a result, the Civil Defence Emergency Management Amendment Act 2016 Amendment Act (CDEMAA Amendment Act) has been passed under urgency bringing forward the commencement date of certain provisions and allowing immediate application in Kaikoura and surrounding areas.  These provisions will also have use in future emergencies requiring recovery measures.

More responsibility on building owners
Until recently there were no specific powers to direct an owner to undertake a building assessment after an emergency. At present, the obligations of owners of buildings are primarily controlled by the health and safety legislation, which requires the provision of a safe workplace. The introduction of the CDEMAA Amendment Act provides power to civil defence controllers and recovery managers to require building assessments from building owners where the structure or type of structure may, in the circumstances, pose a risk of injury to the safety of life or the safety of other property. Such a direction must also state;
1. the purpose of the assessment;
2. a reasonable time within which the assessment must be concluded; and
3. that the owner is required to give a copy of the assessment to the person who gave the direction.

During the first reading, Hon G Brownlee (Acting Minister of Civil Defence) highlighted that at present the requirements of owners to assess buildings after an emergency are insufficient and unacceptable. He highlighted, “what we are doing here is making it absolutely clear that if [an assessment] is asked for it needs to be provided. I do not want to sound like we are coming after landlords at all; that is not the case”. It is clear, however, that Parliament was not happy with the gap in legislation as it sat and saw it as Parliament's responsibility to provide the public with more clarity around ensuring the safety of buildings and infrastructure after an emergency.

What does this mean to you
1. Any building owner may be required to undertake a building assessment of the “effect of an emergency on a building”.
2. Building owners of any specified type of building (e.g. in a particular area or a building with a specific feature) may also be required to undertake a building assessment.

While a building assessment could be costly, this power is not expected to place significant additional costs on the building owner, given existing obligations under the health and safety legislation. The Health and Safety at Work Act 2015 (HSAWA) and related regulations are already intended to ensure that all potential health and safety issues are covered and this includes the duty to ensure a safe working environment. As such, in most instances there is already an obligation on landlords and/or employers to obtain an engineering assessment of their premises after an emergency.

The new legislation, however, puts this beyond doubt and gives councils the authority to demand that an engineering assessment is to take place immediately. Furthermore, councils will now have access to those reports whereas, under the health and safety legislation, there is no obligation for building owners to disclose such reports to councils or the public.

There are a number of safeguards built into the legislation to reduce the risk that needless and costly assessments are requested. These include;
1. a building owners right to appeal the direction to the District Court on the grounds that the direction is unreasonable;
2. the restriction on a Recovery Manager to only issue a direction subject to the general tests set out under the CDEMA; and
3. the power to direct an assessment is limited to the state of emergency or transition periods.

Further Legislative changes
The Hurunui/Kaikoura Earthquakes Emergency Relief Act 2016 has also been passed under urgency and modifies the legislative constraints of the Resource Management Act 1991 (RMA) in light of the emergency situation whilst still ensuring that the underlying purpose of the RMA are met. Specifically, the Act;

1. extends emergency works timeframes under the RMA;
2. confers permitted activity status for emergency farming works; and
3. establishes a controlled activity regime for works related to the rehabilitation of Kaikoura harbour. 

The Hurunui/Kaikoura Earthquakes Recovery Bill 2016, which is similar to the Canterbury Earthquake Recovery Act 2011, is also in the process of being progressed through Parliament. This Bill will establish a process that will enable plans and bylaws to be quickly amended by Order in Council ultimately allowing local communities to take charge of their recovery and rebuild. The Acting Minister has stated that the rationale for these actions is that ultimately "extraordinary circumstances require innovation and flexibility in order to promote economic recovery and empower local authorities and affected communities to turn their minds to rebuilding”. The often lengthy process to amend existing plans and bylaws is not considered adequate to expeditiously deal with the challenges facing Hurunui and Kaikoura at this time.

The bill was introduced to the House on 1 November 2016 before going to a short select committee stage. Due to the nature of the Bill, it is likely that it will be passed with urgency in the coming days.


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Is your subsidiary company a “slave” or a “puppet”? The importance of good group administration

A recent High Court decision (Lewis Holdings Limited v Steel & Tube Holdings Limited...

News & Insights

Is your subsidiary company a “slave” or a “puppet”? The importance of good group administration

A recent High Court decision (Lewis Holdings Limited v Steel & Tube Holdings Limited [2014] NZHC 3311) provides a useful reminder that the principle of limited liability is not absolute. Businesses that operate through a group structure need to check they are operated in a way that does not ride roughshod over this principle, particularly in any attempt to ring‑fence liabilities.  The decision has now been squarely confirmed by the High Court of Appeal (Steel & Tube Holdings Limited v Lewis Holdings Limited [2016] NZCA 366), with the addition of useful comments around the operation of section 271(1)(a) of the Companies Act 1993.
 


A subsidiary company, Stube Industries Limited (Stube), was liquidated while holding a 21 year ground lease with 17 years remaining. The lessor asked the High Court to require the parent company, Steel & Tube Holdings Limited, to pay rent for the balance of the lease term. The Court agreed, it seems against a backdrop of failed attempts by Steel & Tube to extricate itself from the lease. 

Section 271(1)(a) of the Companies Act 1993 allows a liquidator, creditor or shareholder of a company in liquidation to ask for an order that a related company must pay claims made as part of the liquidation. The court may make the order if it is satisfied that it is “just and equitable” to do so. The section is designed to allow a group of companies operated effectively as one entity to be treated as such. It is one of the very few instances where a court may “lift the corporate veil”, providing a third party with access to a parent company’s assets.

The High Court held that Stube was operated merely as a “division” of its parent, and the parent was so involved that it compromised Stube’s independence. The Court found that for all intents and purposes, the group was operated as if one entity only.

The case provides some timely reminders about the need to use subsidiary vehicles properly and legitimately, particularly if you want to retain the benefits of separate legal personality.
Businesses that operate through subsidiary companies must ensure that each subsidiary is independently operated and its interests are kept distinct, all the more so where the company is a subsidiary of a publicly listed parent.  This is despite many subsidiaries now including in their constitution a power to act in the best interests of the parent. The point is really that the parent/subsidiary relationship must not be a mere artifice.

To this end, directors of a subsidiary should:
 

  1. ensure that assets, correspondence, contracts and invoices are all properly recorded in the correct company’s name;
  2. where senior manager employees of a parent company are directors of a subsidiary, ensure that they act as directors of the subsidiary and not as senior managers of the parent;
  3. ensure that subsidiary company directors and shareholders hold meetings or pass written resolutions, particularly for any ‘major transaction’ (a transaction that involves assets or a sum of money equivalent to 50% or more of the company’s assets);
  4. maintain separate company records for each subsidiary company that satisfy the requirements of the Companies Act;
  5. ensure that each operating subsidiary has its own bank account, or at least that each company’s transactions are separately accounted for;
  6. ensure that taxes are applied to the appropriate company; and
  7. ensure that any intra-group funding is appropriately recorded and intra-group services are appropriately contracted and charged.

We can help complete an audit of your corporate administration and Companies Act compliance if you have any doubts.  For assistance or any queries, please contact Brigid McArthur, Anthony Staples, or Graeme Smaill
 


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