The Companies Office has rejected an allegation by New Zealand First leader Winston Peters that Silver Fern Farms' directors breached their duties over the company's proposed joint venture with Shanghai Maling.
In a letter to Silver Fern Farms, the Companies Office said the registrar had not identified any evidence of a breach of Section 138A of the Companies Act 1993, after considering the information provided in Mr Peters' complaint and information received by Silver Fern Farms.
That section covered a director's duty to act in good faith and in the best interests of a company. Mr Peters alleged a breach of that provision based on his other allegation that the company had failed to get approval for a major transaction under section 129 of the Companies Act, and had structured around the rules.
In a statement, Silver Fern Farms chairman Rob Hewett said the accusation was that directors did not act in good faith or in the best interests of the company and that was "clearly not the case''. The registrar's decision supported the position the company had consistently taken.
Mr Peters lodged complaints with both the Financial Markets Authority and the Companies Office Registries Integrity Team over the transaction, with the FMA complaint relating to Silver Fern Farms' notice of meeting and shareholder information pack issued in September last year. Last month, the FMA found it did not have any reason to believe that it was misleading or deceptive.
Mr Hewett said two independent government bodies had now found the allegations to be unsubstantiated.
"The allegations have been proven to be unfounded and, in our view, those making these allegations have clearly intended to be disruptive,'' he said.
The board continued to "firmly believe'' that the partnership was in the best interests of the co-operative and its shareholders, he said.
Silver Fern Farms and Shanghai Maling have been agreeing an extension to the June 30 deadline for official approval to be granted for the transaction.
