In Grant v Independent Livestock 2010 Limited [2012] NZHC 3458, the liquidators of ILA sought to hold the sole director of ILA and IL2010 (a company to which ILA's assets had been transferred) liable for debts incurred by ILA.

The liquidators argued that IL2010 was a "related" company of ILA, as defined by section 2(3) of the Companies Act (Act), having received all of ILA's assets by way of transfer.  The liquidators sought a pooling order pursuant to section 271(1) of the Act, to allow the liquidations of ILA and IL2010 to proceed together as if they were one company.  The Court held that there was a lack of jurisdiction to grant the pooling order sought.  The companies did not operate contemporaneously, and thus there was not a sufficiently strong relationship to deem them "related".  ILA had essentially seamlessly transferred its business to IL2010, leaving the business as IL2010 was entering it.

The Court further refused the liquidator's request to hold the former director personally liable for the debts of ILA under section 386C of the Act, which deems directors of phoenix companies personally liable for the debts of those companies.  The liquidators argued that the pooling order would merge the assets and liabilities of ILA and IL2010 (as the phoenix), leaving the former director liable for the pooled debts of both companies.  The Court was not required to make a ruling on the validity of this argument, having denied the pooling order.

See court decision here.