Nicholson v Permakraft (NZ) Ltd - [1985] 1 NZLR 242

Company law — Directors — Duties of directors — Liability to creditors — Directors restructured company which was under-capitalised and suffering liquidity problems — As part of the restructuring, directors paid a capital dividend of $148,323 to shareholders — Dividend was not formally declared but shareholders had unanimously assented to plan of restructuring including payment of dividend — After restructuring company was solvent — Two years later company was wound up — Liquidator sought repayment of the $148,323 from the directors — Whether directors were liable — Whether, when making the dividend payment, the directors were under a duty to consider likely loss to creditors.