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Financial Markets Conduct Act 2013

Enforcement, liability, and appeals - Miscellaneous - Accessories and attribution of liability

536: Conduct of directors, employees, or agents attributed to body corporate or other principal

You could also call this:

"What company staff do can be seen as the company's actions too"

Illustration for Financial Markets Conduct Act 2013

If you are a director, employee, or agent of a company, and you do something on behalf of the company, it is like the company did it too. This is because the law says that what you do can be treated as if the company did it. You can be acting on behalf of a company or another person, and if you do something within your authority, it can affect them. The company or person can be held responsible for what you do, even if they did not directly do it themselves, if it was done with their direction or consent.

If someone else does something on behalf of a company or person, and they are directed or agreed to by someone with authority, it can also be treated as if the company or person did it. You can read more about similar laws in the 1986 No 5 s 90(2), (4) to understand how this law works. This law applies to what companies and people do, and how they can be held responsible for the actions of others who act on their behalf.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM4679206.

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"A company or person is responsible if someone in their team was thinking a certain way when they did something wrong."

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Part 8Enforcement, liability, and appeals
Miscellaneous: Accessories and attribution of liability

536Conduct of directors, employees, or agents attributed to body corporate or other principal

  1. Conduct engaged in on behalf of a body corporate by any of the following must be treated, for the purposes of this Act, as having been engaged in also by the body corporate:

  2. a director, employee, or agent of the body corporate, acting within the scope of his, her, or its actual or apparent authority:
    1. any other person at the direction or with the consent or agreement (whether express or implied) of a director, employee, or agent of the body corporate, given within the scope of the actual or apparent authority of the director, employee, or agent.

      1. Conduct engaged in on behalf of a person other than a body corporate (A) by any of the following must be treated, for the purposes of this Act, as having been engaged in also by A:

      2. an employee or agent of A acting within the scope of his, her, or its actual or apparent authority:
        1. any other person at the direction or with the consent or agreement (whether express or implied) either of A or of an employee or agent of A, given within the scope of the actual or apparent authority of the employee or agent.

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