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Companies Act 1993

Schedule 10: Interest class: principles

You could also call this:

“Rules for grouping shareholders based on their rights and interests”

This schedule explains how to determine an interest class for shareholders according to section 236A. You need to group shareholders based on how similar their rights are.

If shareholders have rights that are very different, they can’t easily talk about shared interests, so they belong in separate interest classes. On the other hand, if shareholders have rights that are similar enough, they can discuss common interests and should be in the same interest class.

When deciding on interest classes, you should focus on the legal rights that shareholders have against the company. You shouldn’t consider any other interests that don’t come from these legal rights. Also, if a planned arrangement or merger would give different shareholders different rights, those shareholders should be put in separate interest classes.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6183140.

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10Interest class: principles

For the purposes of section 236A, an interest class may be determined in accordance with the following principles:

  • shareholders whose rights are so dissimilar that they cannot sensibly consult together about a common interest are in different interest classes:
    1. shareholders whose rights are sufficiently similar that they can consult together about a common interest are in the same interest class:
      1. the issue is similarity and dissimilarity of shareholders' legal rights against the company (not similarity or dissimilarity of any interest not derived from legal rights against the company):
        1. if the rights of different shareholders will be different under a proposed arrangement or amalgamation, then those shareholders are in different interest classes.