Litigation & Regulatory Quarterly Brief – New Zealand

Welcome to the December 2025 edition of DLA Piper’s Litigation & Regulatory ‘Quarterly Brief’ for organisations doing business in New Zealand. With 2025 drawing to a close, this Brief provides a round-up of recent legal and regulatory developments in New Zealand and emerging global trends. The Brief reflects the issues we are discussing with general counsel, board directors and senior business leaders every day, and summarises what you need to know as we head into 2026. If you would like to learn more about the topics covered in this publication, please refer to the contacts below.

“Shareholder Rule” abolished by Privy Council. In July 2025, the Privy Council issued a landmark judgment in Jardine Strategic Limited v Oasis Investments II Master Fund Ltd No 2 [2025] UKPC 34 which confirmed that companies can assert privilege against their shareholders. The Privy Council unanimously held that the so-called “Shareholder Rule” – under which shareholders were entitled to review privileged legal advice obtained by the company – forms no part of English law. This means that shareholders in England generally have no entitlement to receive the company’s privileged material. While the decision is not binding on New Zealand courts, we expect it to be highly influential. Directors and general counsel in New Zealand may now be increasingly comfortable that a company’s legal advice will remain legally privileged. It is good news for companies facing shareholder litigation, and provides some reassurance to directors who wish to seek legal advice but are concerned about its discoverability in proceedings against shareholders. Read more.

Strict approach to directors’ duties. A recent decision of the New Zealand High Court (Drylandcarbon GP One Ltd v Leckie [2025] NZHC 2915) is a stark reminder of the strict approach New Zealand courts take to directors’ fiduciary duties and the courts’ willingness to grant extensive equitable relief. In that case, the plaintiff, a former director of a carbon afforestation investment fund, alleged that two fellow founders and directors had breached their duties to the company by creating (without the plaintiff) a new and separate investment fund, using similar structures, models and investor relationships. The plaintiff brought a two-pronged claim against the defendants: (i) a derivative action on behalf of the original company, alleging that the directors had misused company information and breached their fiduciary duties; and (ii) an oppression claim under section 174 of the Companies Act, alleging that he had been unfairly treated. The defendants were ordered to account to the company for profits obtained by the new fund, and ordered to purchase the plaintiff’s shareholding in the holding company of the original fund at fair value (being over NZD12 million).

Major review of directors’ duties and liabilities. The Law Commission has commenced a comprehensive review of the duties and liabilities of company directors in New Zealand – the first major reassessment since the Companies Act 1993 was enacted. The review responds to evolving corporate governance practices and recent court decisions, including the Supreme Court’s ruling in Yan v Mainzeal Property and Construction Limited (in liquidation) [2023] NZSC 113 which highlighted tensions between directors’ business judgement and creditor protection. The focus of the review is on sections 131 to 145 of the Companies Act 1993 – including the duty to act in good faith, avoiding reckless trading, and exercising powers for a proper purpose. Public consultation is scheduled for 2026, with the final report expected in 2027. If the Commission concludes that law reform is necessary, it will propose specific amendments in its report. This review provides an opportunity to develop a clearer, more coherent framework for directors’ responsibilities and liabilities under New Zealand law.

Highest ever penalty under the FMCA. In October the New Zealand High Court imposed the highest penalty (NZD19.5 million) under the Financial Markets Conduct Act 2013 (FMCA) to date in Financial Markets Authority v IAG New Zealand Ltd [2025] NZHC 2908. Following an investigation by the Financial Markets Authority, IAG New Zealand Limited admitted to making false and/or misleading representations in relation to its insurance products. In summary, IAG failed to correctly price the premiums charged to customers, and failed to correctly apply important discounts to its insurance products. The breaches affected approximately 269,000 customers and resulted in overcharges of NZD35 million. The Court found that the nature and extent of IAG’s breaches, and its delays in responding to and reporting them, were aggravating features. The Court noted that the penalty was designed to send a clear message to the financial market, and particularly similarly large and well-resourced institutions, as to the importance of robust systems and processes.

Highest ever settlement in a class action under CCCFA. Also in October, ASB Bank agreed to settle a class action concerning alleged breaches of the Credit Contracts and Consumer Finance Act 2003. ASB agreed to pay the settlement sum of NZD135.6 million, which is the largest class action settlement in New Zealand to date (ASB made no admission of liability or wrongdoing). The class action will proceed against ANZ Bank, which continues to defend the claim.

Proposed changes to penalties under FTA. In November, the Government announced proposed changes to penalties imposed under the Fair Trading Act 1986 (FTA). The penalties for a breach of most provisions of the FTA will increase from NZD200,000 for individuals and NZD600,000 for body corporates to the greater of:

• NZD1 million for individuals or NZD5 million for body corporates;
• 3x the value of the commercial gain made or loss avoided; or
• The value of the consideration for the transaction(s) that constituted the contravention.

The changes are expected to become law in late 2026, following public consultation via the usual Select Committee process. 

Global enforcement increasingly assertive. Global enforcement of bribery and corruption is becoming increasingly coordinated, assertive, and cross-border. The United States Foreign Corrupt Practices Act 1977 could apply to any New Zealand firm that does business, even indirectly, within the jurisdiction of the United States (including making payments via a US cleaning system, or routing emails through a US server). DLA Piper’s 2025 Global Bribery Offenses Guide provides a comprehensive, jurisdiction-by-jurisdiction overview of anti-bribery and corruption laws across more than 60 countries. It is designed to help businesses operating internationally understand the legal frameworks they are subject to, assess bribery risk, and implement effective compliance systems. It supports informed decision-making and helps organisations align with global best practices in integrity and governance. You can access the Guide here.

High Court Rules – The High Court (Improved Access to Civil Justice) Amendment Rules 2025, effective from 1 January 2026, introduces reforms designed to streamline litigation, reduce costs, and encourage early resolution. The changes will have a significant impact on parties’ litigation strategies – as plaintiff or defendant. While the new rules do not generally apply to cases filed before 1 January 2026, the Court may apply some or all of the new rules to existing cases if doing so will support fair and efficient resolution – and we have already seen the Court adopt this approach in cases we are handling. We provide further insights as to how the reforms will impact businesses in our recent article.

Competition – In December 2024, the Government announced a targeted review of the Commerce Act 1986. In September 2025, the Government set out the changes it wishes to adopt, billed as part of its “Going for Growth” strategy. Read more.

Employment – In June 2025, the Government introduced the Employment Relations Amendment Bill, which seeks to enhance labour market flexibility and “re-tilt the personal grievance system to better balance employer and employee interests”. In particular, the Bill introduced a wages and salary threshold for personal grievance claims for unjustified dismissal. This means that employees on a wage or salary of above NZD180,000 will be unable to raise a personal grievance for unjustified dismissal. The Bill is currently at its first reading stage. The public and interested groups will have a chance to submit at the Select Committee stage. Read more.  

AI Laws of the World – In 2025 DLA Piper published its AI Laws of the World tool, which provides a clear side-by-side comparison of AI frameworks (including governance, laws, proposed bills, and regulatory guidelines) across 40+ countries, including New Zealand. Whether you’re a lawyer, compliance officer, or tech leader, this resource helps you quickly identify key differences, anticipate upcoming changes, and make informed decisions with confidence. Backed by accurate, up-to-date data, AI Laws of the World is a one-stop solution for navigating the complex global AI governance landscape, including essential AI regulations and frameworks. You can access the Guide here.

New Zealand’s AI strategy - In July 2025, the New Zealand Government released “New Zealand’s Strategy for Artificial Intelligence: Investing with confidence” (AI Strategy) which aims to accelerate private sector AI adoption and innovation. The Ministry of Business, Innovation and Employment has published “Responsible AI Guidance for Businesses” alongside the AI Strategy to assist with its practical application. Read more. 

New Zealand’s Public Service AI Framework – The AI Strategy followed the Public Service AI Framework, released in January 2025. This framework aims to guide the responsible use of AI across the public sector. While not legally binding, the framework sets out best practice principles for AI adoption in the public sector. Its vision is the responsible adoption of AI ‘to modernise public services and deliver better outcomes for all New Zealanders’. Read more.

DLA Piper’s 2024 Tech Index Report – The latest findings from DLA Piper’s 2024 Tech Index Report reveal that New Zealand’s tech sector remains resilient and poised for growth despite global geopolitical and regulatory challenges. The report, which surveyed 1,200 decision-makers from organisations worldwide, including executives from the Asia Pacific region, highlights key opportunities in AI and a cautious optimism across the industry. Read more.

Climate-Related Disclosures Regime – a major roll back but caution required. In October 2025 the New Zealand Government announced a significant narrowing of the scope of the climate-related disclosures regime. The key changes include raising the mandatory climate reporting threshold for listed issuers (debt or equity) from NZD60 million to NZD1 billion, and adjusting the requirements for director and company liability. These changes are expected to be in force in 2026. For entities that will no longer fall under the regime, the Financial Markets Authority has confirmed it will not take regulatory action for breaches of climate reporting requirements from 1 November 2025. However, this does not prevent third parties from pursuing legal action. In addition, the NZX has issued class waivers for Listing Rules that require annual reports to include climate statements. Read more.