Bank Mergers (National Australia Bank and Bank of New Zealand) Regulations 1997

The instrument operates around a few core legal constructions and evidentiary devices. Define the principal terms and the consequential concepts the regulations create.

• Undertaking of BNZ: defined to mean the business and all property of BNZ immediately before the commencement time, except excluded assets and rights/powers relating to excluded assets, together with all liabilities immediately before commencement (reg 3). This is the substance that vests.

• Excluded assets: two categories are excluded from the vesting: (a) documents BNZ is required to keep under the Corporations Law or any other law, and (b) an asset listed in a certificate signed by the chief executive officer and received by the Treasurer before the commencement time (reg 3). The regulations treat dealings touching excluded assets specially (reg 14, reg 18).

• Automatic vesting and substitution: the vesting is statutory and automatic at the commencement time; contracts, instruments and securities are converted to be enforceable by or against National to the same extent and with the same effect as previously against BNZ (regs 4-5, 9). This is not achieved by assignment or novation but by statutory deeming.

• Employment carve-out and service engagement: while the vesting does not operate to transfer employment relationships (reg 4(2) and reg 5(2)(b)), BNZ employees in Western Australia are required to be engaged exclusively in the provision of services to National and subject to National’s direction and control for the Western Australian business (reg 8(1)). The regulations preserve any law or industrial determination affecting employment (reg 8(2)).

• Preservation of securities and priorities: securities held by BNZ are transferred to National and retain the same rights, priorities and liabilities as if held by BNZ (reg 9(1)-(3)). There are specific rules about securities over deposits and cross-holdings (reg 9(4)).

• Transfer of custody and negotiable instruments: documents or goods held by BNZ as bailee pass to National (reg 10), and negotiable instruments referencing BNZ have the same effect as if they referred to National (reg 11).

• Information transfer and use: any information held by BNZ relating to customers or depositors immediately before commencement is available to, and may be used by, National thereafter (reg 12).

• Continuation of litigation and claims: pending actions, arbitrations and regulatory inquiries by or against BNZ, and causes of action arising from pre‑commencement conduct or pre‑commencement contracts, may be continued and enforced by or against National without additional acts (reg 13(1)-(2)), with limited protections for excluded assets and employment-related proceedings (reg 13(1)(c)-(e)). Courts may, at a party’s request, enter judgment against both BNZ and National (reg 13(3)).

• Administrative evidentiary regime: the chief executive officer may issue certificates as to operation of the regulations and such certificates are conclusive evidence unless contrary is established (regs 23-24). Registrar and other recording authorities are required to make entries or amendments on request, on production of documents and payment of fees (regs 20-21).

• Protective legal fiction for third parties: persons dealing with National are not required to investigate whether property is an excluded asset and are protected from notice to that effect (reg 18(1)). Further, dealings entered into in relation to excluded assets are deemed to be made by National with full power if the dealing is with National (reg 18(2)) though National retains liability to BNZ in respect of such dealings (reg 18(3)).

• Non‑disapplication of other laws: these regulations do not generally exempt BNZ or National from other statutory obligations governing the business of banking unless an exemption is a necessary consequence of the regulations (reg 25).

These constructs create a legal framework for a rapid, largely non‑consensual transfer of operational assets and liabilities to National while providing a number of procedural protections and simplifications for third parties, registries and courts.

Identify the persons and institutions that bear rights, duties, burdens, or administrative responsibilities under the regulations and the primary direction of effect. Each named effect below is traceable to the cited regulation.

• National Australia Bank Limited (National): The primary beneficiary of the vesting. National receives the undertaking of BNZ, including most property and liabilities, and acquires rights, priorities and obligations that BNZ had immediately prior to commencement (regs 4, 5, 9). National’s chief executive officer is empowered to sign certificates under regs 23-24 that operate as conclusive evidence in many administrative and registration contexts.

• Bank of New Zealand (BNZ): The grantor of the undertaking. BNZ ceases to hold the undertaking except in respect of excluded assets and employment relationships (reg 4(1)-(2), reg 3). BNZ remains potentially subject to continuing liabilities for excluded assets and to concurrent liability where courts enter judgment against both (reg 13(3), reg 18(3)).

• BNZ employees in Western Australia: Not transferred by the vesting as a matter of employment law (reg 4(2), reg 5(2)(b)), but required by the regulations to be engaged exclusively in providing services to National and subject to National’s direction and control for the Western Australian business (reg 8(1)). Their legal position is preserved to the extent relevant industrial laws and determinations apply (reg 8(2)).

• Customers and depositors of BNZ: Post‑commencement, their legal relationships are treated as being with National, giving rise to the same rights and duties as if the relationship had always been with National (reg 6(1)). Existing instructions, mandates and authorities remain in force and are deemed to have been given to National unless revoked (reg 6(2)).

• Counterparties to BNZ contracts and creditors: Contracts and instruments binding BNZ are, with the enumerated exceptions, enforceable by or against National without novation (reg 5(1)-(2)). Secured creditors whose security was with BNZ find that the security is held by National and retains the same rights and priorities (reg 9). Persons dealing with National are relieved from needing to inquire whether an asset is excluded (reg 18(1)).

• Registries and public officers: Registrar of Titles, Registrar of Deeds and any authority maintaining registers of property have a statutory duty on request, instrument delivery and fee payment to make the necessary entries or endorsements to reflect the vesting (regs 19-21). The Treasurer receives any certificate signed by the chief executive officer listing excluded assets before the commencement time; that receipt conditions whether certain assets are excluded (reg 3 definition).

• Courts, tribunals and arbitral bodies: Must recognise continuation of proceedings by or against National in place of BNZ absent the excluded categories (reg 13(2)). Courts may enter judgments against both BNZ and National on request (reg 13(3)). Parties may amend pleadings where National was erroneously made a party in proceedings relating to excluded assets or employees (reg 14).

• Third parties dealing with land, securities and other property: For land registered under the Transfer of Land Act 1893 that vests by virtue of Part 2, National is to be taken to be the registered proprietor for the Act’s purposes, enabling dealings to proceed (reg 19). Persons registering or certifying title are not required to enquire into excluded assets and have statutory direction to act on evidence and certificates (regs 18-21).

• Treasurer of Western Australia: Administrative role in receipt of the chief executive officer’s pre‑commencement certificate listing excluded assets (reg 3). The receipt has operative effect in determining whether an asset is excluded.

Who pays or shoulders costs:

• National will incur the administrative costs of delivering instruments, certificates and paying registration fees required to record the vesting (regs 20-21). Third parties seeking changes in registers or relying on the statutory treatment will bear any fees for entries (reg 20).
• Affected creditors and counterparties may bear transactional costs in updating records, though the regulations minimise the legal formality required for continuity by statutory deeming (reg 5, reg 13).

Who decides:

• The State, exercising delegated legislative power, prescribes the vesting and the mechanics.
• National’s chief executive officer decides and certifies certain facts relevant to excluded assets and operation of the regulations (regs 3, 23).
• Registrars and courts are instructed to act on the statutory regime and on certificates presented (regs 19-21, 23-24).

Set out the principal obligations imposed by the regulations and the principal rights they create, with precise references to the text.

Rights conferred

• National’s rights to BNZ’s undertaking: On vesting, National acquires the BNZ undertaking, including property, securities and liabilities (reg 4(1), reg 9(1)-(3)). National is entitled to the same rights and priorities, and is subject to the same liabilities, in relation to securities as BNZ previously was (reg 9(3)).
• Contractual enforcement: National may enforce or be subject to contracts and instruments that were previously binding on BNZ without the need for novation or assignment (reg 5(1)).
• Continued litigation rights: National may prosecute and be sued in respect of proceedings and causes of action that existed at commencement or arise from pre‑commencement contracts or conduct (reg 13(1)-(2)).
• Use of information: National may use information held by BNZ concerning customers or depositors after commencement (reg 12).

Obligations and duties

• Registrar duties: The Registrar of Titles and Registrar of Deeds are required, on request and on delivery of relevant documents and payment of fees, to amend records and make entries necessary because of operation of the regulations (reg 20). Other registers must be amended on presentation of a CEO certificate (reg 21).
• Employee engagement obligations: BNZ employees are to be engaged exclusively in provision of services to National and subject to the direction and control of National officers responsible for the Western Australian business (reg 8(1)). This is subject to the continuing operation of laws and determinations governing employment (reg 8(2)).
• Certificate evidence obligations: The chief executive officer may sign certificates that are conclusive evidence of matters relating to operation of the regulations, and registrars and others are to accept them unless successfully challenged (regs 23-24).
• Preservation of liabilities in relation to excluded assets: National remains liable to BNZ in respect of anything done or purporting to be done by National in relation to or in connection with an excluded asset (reg 18(3)).

Protections for third parties

• Persons dealing with National are not required to investigate whether property is an excluded asset and are protected from notice to that effect (reg 18(1)).
• Actions taken under the regulations are not to be regarded as breaches of contract, confidentiality, statutory default or as discharging sureties, and required consents are to be taken as given where necessary to effect the regulations (reg 16(1)-(2)).

Procedural rights

• Parties to proceedings involving excluded assets or BNZ employees may seek leave to amend writs or pleadings to substitute BNZ for National if National was erroneously made a party (reg 14(1)). No costs can be ordered against a party making that amendment and proceedings are to continue as if BNZ had been the original party (reg 14(2)-(3)).

Limitations and qualifications

• Exclusions: Excluded assets are removed from the vesting and are treated differently (reg 3). Employment contracts and superannuation/provident funds are explicitly excluded from contract transfer (reg 5(2)(b)-(c)).
• Non‑exemption from other laws: Nothing in the regulations, except to the extent directly required, exempts National or BNZ from statutory obligations under other written laws governing the business of banking (reg 25).

Taken together, these duties and rights configure a legal transfer of economic position from BNZ to National while preserving statutory cover for third parties and registries to treat National as the relevant counterparty without needing extensive investigation or formal novation.

The regulations themselves are primarily facilitative and administrative. They create statutory effects rather than impose express criminal penalties or a detailed enforcement regime within their own text. The provisions relevant to enforcement and practical legal effect are procedural, evidentiary and civil rather than penal.

Enforcement mechanics and evidentiary tools

• Continuation of proceedings: Enforcement of claims against the transferred undertaking is facilitated because existing actions, arbitrations and regulatory inquiries by or against BNZ may be prosecuted and continued by or against National without further acts, deed or instrument other than any appropriate amendment to the records of the relevant court or tribunal (reg 13(2)). This provides procedural enforcement continuity for creditors and claimants, reducing a need for fresh litigation to establish standing.
• Joint enforcement where useful: A court, tribunal or arbitrator may, at the request of a party in whose favour a judgment or order is being made, enter the judgment or order against both BNZ and National. The entry of a judgment against both enables enforcement against either or both entities (reg 13(3)).
• Conclusive certificates: Certificates issued under the regulations by the chief executive officer are conclusive evidence of the matters certified for all purposes and in all courts and tribunals, except as to any contrary evidence (regs 23-24). Registries and counterparties are to accept such certificates. This reduces disputes about who holds title, but it does not prevent a court from admitting contrary proof.

No express statutory criminal sanctions

• The regulations do not create their own criminal offences or civil penalty regime within their text. They focus on effecting the vesting and on clarifying evidentiary and registration consequences. Any penalty or sanction for non‑compliance with other laws remains governed by those other laws, given the express saving in reg 25 that National or BNZ remain subject to written laws relating to banking.

Remedies preserved in other laws

• The regulations expressly state that nothing done under them is to be regarded as placing either bank in breach of contract or confidence or as constituting a default under any law or agreement, and where consents would have been necessary, such consents are to be taken to have been given (reg 16(1)-(2)). This language narrows the scope for counter-parties to assert contractual or statutory breaches arising from the transfer itself. However, it does not extinguish substantive rights and remedies that depend on wrongful conduct independent of the statutory vesting.

Practical enforcement implications

• Claimants seeking to enforce rights should, after commencement, sue National (reg 13(2)), although they may request the court to enter judgment against both National and BNZ where appropriate (reg 13(3)). Where a party believes National was wrongly made a party in proceedings concerning excluded assets or employment, they can apply to substitute BNZ and the amendment will not attract costs against the amending party (reg 14).

Administrative compliance enforcement

• Registrars and public officers are mandated to make entries or amendments upon delivery of relevant instruments and payment of fees (reg 20). Failure to process entries could create practical impediments to enforcement by limiting documentary public evidence of title or priority, but the regulations provide certificates and statutory presumptions to support National in such interactions (regs 21, 23-24).

In short, enforcement under the regulations occurs mainly through civil processes and evidentiary presumptions that facilitate continuity of rights and remedies. The regulations themselves do not establish novel penal sanctions; recourse for misconduct remains in the pre‑existing statutory and common law regime applicable to banks and registries.

These regulations are explicitly drafted to operate alongside and preserve other statutory regimes rather than displace them entirely. Key interactions and points of legal overlap are set out below with direct references.

Corporations Law and statutory recordkeeping

• Excluded assets include documents required to be kept by BNZ under the Corporations Law or any other law (reg 3). Those records are therefore not statutorily vested in National. The regulations preserve the special status of statutory corporate records and their associated compliance regimes.

Banking laws and company obligations

• The regulations state that, except to the extent that an exemption is directly contemplated by, or necessary consequence of, the regulations, nothing exempts National or BNZ from any written law relating to companies carrying on the business of banking (reg 25). This preserves the application of prudential, disclosure, capital adequacy and other regulatory obligations that may be imposed under other statutes or by regulatory agencies.

Evidence law

• The regulations make BNZ’s books and documents admissible in evidence for the same matters for or against National (reg 22(1)). Furthermore, bankers’ books of BNZ are deemed to be bankers’ books used in the ordinary business of National for the purposes of sections 89 to 96 of the Evidence Act 1906 (reg 22(2)-(3)). This interacts directly with pre‑existing evidence rules, facilitating National’s reliance on BNZ documents in litigation.

Transfer of land, registries and title law

• Land registered under the Transfer of Land Act 1893 of which BNZ is the registered proprietor is taken to be vested in National and National is to be regarded as the registered proprietor for the purposes of that Act (reg 19). Registrars are required to make entries or endorsements on request and upon production of instruments and payment of fees (reg 20). For other property types subject to specific registers under written laws, a certificate by the chief executive officer suffices to satisfy transfer requirements (reg 21). This provides a statutory bridge to the written laws that govern specific registers.

Industrial and employment law

• The regulations do not operate to transfer employment relationships by virtue of the vesting (reg 4(2)), and contracts of employment are excluded from automatic conversion (reg 5(2)(b)). Moreover, the engagement of BNZ employees by National is subject to any law or determination relating to the employment of BNZ employees (reg 8(2)). This preserves the operation of industrial awards, agreements, statutes and determinations that regulate employee rights.

Privacy and information law

• The regulations authorise National to use information held by BNZ relating to customers or depositors (reg 12). The regulations do not mention privacy statutes, but reg 25 indicates that other written laws governing banking and, by implication, other laws (including privacy regimes), continue to apply. Users of the information will need to consider obligations under privacy legislation and confidentiality arrangements outside the regulations.

Contract and property law

• The statutory deeming that contracts and securities existing pre‑commencement continue in force as if National had been the contracting party interacts with principles of assignment, novation and priority under property law. The regulations expressly protect persons dealing in good faith by deeming such contracts effective without formal assignment (reg 5). The rules also preserve the priorities and rights in securities (reg 9).

Court procedure and civil enforcement

• The regulations instruct courts and tribunals to permit continuation of proceedings by or against National and provide for amendment of court documents where National was erroneously added as party in employment or excluded asset proceedings (regs 13-14). Party substitution and the treatment of judgments against both entities intersect with established procedural rules and the discretion of courts.

Administrative law and executive decision‑making

• Certificates signed by the chief executive officer are conclusive evidence for all purposes unless the contrary is established (regs 23-24). The Treasurer’s role in receipt of the CEO’s pre‑commencement certificate that lists excluded assets (reg 3) is an administrative touchpoint with potential bureaucratic discretion regarding receipt and records.

Taken together, the regulations provide statutory overrides and facilitations at specific interfaces of corporate, property, registry, evidence, employment and banking law. They are constructed to avoid unnecessary friction with other regimes while creating statutory presumptions to enable National to operate as the successor counterparty; nevertheless compliance with other laws is expressly preserved.

The regulations include a short compilation table and reprint notation; the only dates and amendment information recorded in the provided text are as follows.

• Original Gazettal: The Bank Mergers (National Australia Bank and Bank of New Zealand) Regulations 1997 were gazetted on 27 June 1997 (Gazette p. 3221-34) and commenced operation at 6 p.m. Eastern Standard Time on 30 June 1997 (reg 2 and compilation table).

• Reprint: The text provided is a reprint as at 14 November 2003 (Reprint 1). The front matter identifies “Reprinted under the Reprints Act 1984 as at 14 November 2003.”

• No further amendment entries: The compilation table supplied in the text contains only the original gazettal and the single reprint entry. There are no amendment entries in the provided material indicating subsequent legislative amendments, revocations, or replacement regulations up to the reprint date.

Operational implications of the recorded history

• The reprint date indicates that the text as presented reflects the consolidated form of the regulations as at 14 November 2003. Any amendments between 1997 and that 2003 reprint would be reflected in this consolidated text, but none are listed separately in the compilation table beyond the reprint itself.

• The regulations’ commencement was contemporaneous with the merger taking legal effect at the prescribed commencement time (reg 2). The regulations contemplate action by National’s chief executive officer in respect of excluded assets before the commencement time (reg 3 definition), indicating an administrative precondition to the commencement.

What is not shown

• The supplied compilation table does not list any individual amendment instruments, disallowances or subsequent statutory changes beyond the reprint. If the user requires confirmation of any changes after 14 November 2003, or whether the regulations have been superseded, repealed or further amended, a fresh check against parliamentary or state reprint databases beyond the provided text would be necessary. The present document contains no further legislative history or amendment annotations.

The provided text contains no case names, reported judicial decisions, or references to litigation outcomes. The regulations themselves make procedural provision for litigation continuity, substitution of parties and the possibility of judgments being entered against both BNZ and National in certain circumstances (reg 13(2)-(3); reg 14). However, the text does not identify any judicial interpretation, appeals, or disputes in which these regulations have been tested.

What the regulations anticipate procedurally

• They anticipate litigation in multiple ways: allowing continuation of pending proceedings by or against National without further formality (reg 13(2)), permitting courts to enter judgments against both entities at a party’s request (reg 13(3)), and providing a mechanism to correct pleadings or party names where National was erroneously made a party in excluded-asset or employment proceedings (reg 14). These provisions reduce procedural grounds for claimants to pause or relitigate issues of standing or party identity.

Evidence and admissibility contours

• The regulations lay down evidentiary presumptions (reg 22) and make CEO certificates conclusive unless the contrary is established (regs 23-24). Such provisions are designed to streamline litigation over title, priority and party identity but also create potential legal points for dispute where contrary evidence is sought to be adduced.

For practitioners

• Given the absence of reported litigation in the text, practitioners should treat the litigation‑related provisions as operationally enabling rather than as interpreted by courts. Any prospective litigation strategy should consider reg 13 as a tool for enforcing claims against National and should be prepared to address the conclusive character of CEO certificates, reg 23-24, by adducing contrary evidence where necessary.

If the user needs a search of cases applying these regulations, a separate search of Western Australian case law and tribunal records post‑1997 would be required. The present text contains no judicially elaborated litigation history.

This section enumerates specific, concrete legal and operational pitfalls identifiable from the text that practitioners and compliance teams should be alert to. Each item is traceable to the relevant regulation.

1. Excluded assets may be narrow but operationally important

• Excluded assets include documents BNZ must keep under Corporations Law or any other law, and any asset listed in a CEO certificate received by the Treasurer before commencement (reg 3). Practitioners should not assume the vesting is total. Failure to secure or properly list assets as excluded where necessary may create post‑commencement uncertainty about title or custody.

2. Certificate timing and Treasurer receipt creates a hard pre‑commencement deadline

• An asset will only be excluded on the certificate route where the certificate was signed by the chief executive officer and received by the Treasurer before the commencement time (reg 3(b)). Late delivery to the Treasurer negates the exclusion route, so precise timing and administrative evidence of receipt are critical.

3. Employment does not vest but direction/control rule applies

• The vesting does not transfer employment (reg 4(2); reg 5(2)(b)), yet BNZ employees are to be engaged exclusively in the provision of services to National and subject to National’s direction and control in Western Australia (reg 8(1)). The interaction with industrial law and determinations may create tension , employees may remain employed by BNZ legally but be operationally controlled by National. Compliance with awards, enterprise agreements and statutory employee protections must therefore be carefully navigated (reg 8(2)).

4. Superannuation, provident and retirement funds excluded from automatic transfer

• Contracts or instruments relating to provident, benefit, superannuation or retirement funds for BNZ employees are explicitly excluded from automatic vesting (reg 5(2)(c)). Practitioners must ensure those arrangements are separately addressed.

5. Certificates are conclusive but rebuttable

• CEO certificates under regs 23-24 are conclusive evidence unless the contrary is established. That reduces friction for registries and third parties but does not prevent challenge. Parties relying on certificates should keep documentary records in case contravening proof is required.

6. Persons dealing with National need not investigate excluded assets but National remains liable to BNZ for dealings in excluded assets

• Reg 18(1) protects persons dealing with National from needing to ascertain excluded status; reg 18(2) deems dealings to be in National’s favour. Yet National remains liable to BNZ for any acts in relation to excluded assets (reg 18(3)). This creates a potential bilateral risk between National and BNZ and a hazard for BNZ if items intended to be preserved are not timely certified.

7. Information transfer may intersect with privacy obligations

• The regulations authorise National to use customer information held by BNZ (reg 12). That statutory authorisation does not displace privacy statutes. Practitioners should not assume statutory permission under these regulations negates privacy or confidentiality obligations; reg 25 keeps other written laws intact.

8. The statutory non‑breach protection narrows counterparty remedies for transfer‑related defaults

• Reg 16(1) says things done under the regulations are not to be regarded as placing either bank in breach of contract or constituting defaults, and reg 16(2) deems consents necessary to have been given. Counterparties who might otherwise have termination rights or remedies triggered by a change of control or assignment may find those routes limited.

9. Securities and future advances

• Security that extended to future advances or future liabilities is transferred to National, and National may hold it for future advances to the same extent to which BNZ secured future advances immediately before commencement, subject to any agreement between National and the person (reg 9(2)). The caveat "subject to any agreement between National and that person" can become a negotiation point post‑transfer.

10. Registries will act only on request and on payment of fees

• Registrars must make entries or notations on request and on delivery of relevant instruments and payment of relevant fees (reg 20). If National fails to supply instruments or pay fees promptly, public records may lag, creating public‑record risk for creditors and counterparties.

11. Litigation mechanics can produce dual liability

• Courts have the power to enter judgments against both BNZ and National at a party’s request (reg 13(3)). That can create parallel enforcement targets and may complicate recovery strategies and enforcement costs.

12. Narrow drafting of "persons to whom reg 18(1) applies"

• Reg 18(1) provides protection from the obligation to inquire into excluded assets to "a person to whom this subregulation applies" and later clarifies that registrars and persons dealing with National or BNZ are covered (reg 18(4)). Practitioners should read these subclauses carefully to determine whether a given actor falls within the protection.

In practice, these gotchas revolve around timing of administrative acts, interplay with employment and superannuation law, evidentiary reliance on CEO certificates, the effect on privacy and contract counterparty remedies, and the need to follow registration processes to maintain public records.

This section sets out practical, source‑grounded steps for compliance by National, BNZ, registrars and counterparties. Each recommended action is anchored in the specific regulation cited.

For National (and its chief executive officer)

• Prepare and deliver pre‑commencement certificate listing any assets intended to be excluded and ensure it is received by the Treasurer before the commencement time. The definition of excluded asset requires the CEO’s certificate to have been received by the Treasurer before commencement time for the listing‑route excluded asset to operate (reg 3(b)). Maintain proof of delivery and receipt time.
• Assemble and preserve documentation proving BNZ’s pre‑commencement holdings, securities, and customer records so that the CEO can sign certificates under regs 23-24 and to support any contrary evidence if a certificate is challenged.
• For securities and secured loans, review the terms to identify clauses referring to assignment, priority or future advances and, where necessary, engage with secured parties to agree post‑vesting arrangements (reg 9(2)).
• Deliver any requisite instruments to registrars and pay fees promptly to secure public registration changes for land and other registrable property (reg 20). For other property registers, lodge a CEO certificate and any required instruments to obtain register amendment (reg 21).
• Establish internal procedures to use BNZ customer information lawfully and in compliance with privacy and confidentiality laws despite reg 12 authorisation. Document legal advice on privacy obligations intersecting with reg 12 and reg 25 which preserves other laws.
• Put in place HR and industrial relations compliance processes addressing the hybrid state in which BNZ employees remain legally employed by BNZ but are engaged exclusively to provide services to National under National direction in WA (regs 4(2), 8(1)-(2)). Consult with industrial counsel and unions where awards or determinations apply.

For BNZ

• Preserve statutory corporate records that are excluded assets by regulation and ensure that documents required under the Corporations Law are retained and accessible, because such documents do not vest in National (reg 3(a)).
• Coordinate with National and the CEO about assets intended for exclusion and confirm receipt by the Treasurer. Retain evidence of actions taken to preserve excluded assets.

For counterparties, creditors and registrars

• Treat contracts, securities and negotiable instruments referencing BNZ as enforceable by or against National post‑commencement (regs 5, 9, 11). Proceed to update records or systems to reflect the counterparty change but do not require formal novation unless parties prefer it for commercial clarity.
• Where title or registration change is required, forward the required instrument and fee to the appropriate Registrar. For land, request the Registrar of Titles or Registrar of Deeds to make entries or endorsements on production of instruments and payment of the fee (reg 20). For other registries, seek a CEO certificate as provided by reg 21.
• Do not treat the absence of a vesting certificate as constructive notice that an asset is excluded. Reg 18(1) relieves persons dealing with National of any obligation to inquire into whether property is an excluded asset, and reg 18(2) deems dealings in favour of National if they are with National. However, consider contractual prudence where risk allocation depends on excluded asset status.
• If engaged in proceedings that concern excluded assets or employee matters and National has been wrongly named, apply to amend court documents to substitute BNZ for National; the regulations give an express right to do so and prevent costs orders against the amending party (reg 14).
• If relying on CEO certificates or other documents under regs 23-24, retain copies and be prepared to adduce contrary evidence where appropriate, since the certificates are conclusive "except so far as the contrary is established."

For registries and public offices

• On receipt of instruments and payment of fees, make the necessary entries and endorsements in titles, land registers and deeds to reflect the vesting of BNZ’s interest in National (reg 20). Accept CEO certificates for other property register amendments and make amendments on request (reg 21).
• Treat documents purporting to be certificates under these regulations as valid unless contrary evidence is presented (reg 24(2)).

For litigators and enforcement teams

• In any litigation involving BNZ pre‑commencement conduct or contracts, sue or defend in National’s name where appropriate and take advantage of reg 13(2) to avoid procedural re‑starter issues. Where it is commercially advisable, ask the court to enter judgment against both BNZ and National at the enforcement stage (reg 13(3)).
• Anticipate that banker’s books and BNZ documents will be admissible for or against National under reg 22(1)-(2) and prepare disclosure and proof strategies accordingly.

Administrative and records checklist

• Ensure the chief executive officer signs and retains copies of all certificates contemplated by regs 3 and 23, and ensure proof of delivery/receipt, especially to the Treasurer where timing is decisive.
• Catalogue excluded assets and maintain a contemporaneous log of which assets were listed on the CEO certificate received by the Treasurer.
• Pay and record fees for registry changes and obtain confirmations of amendments from registrars.

Final compliance caveat

• The regulations do not relieve parties of obligations under other written laws (reg 25). Legal teams should cross‑check obligations under Corporations Law, privacy, banking regulation and industrial instruments to ensure compliance beyond the statutory machinery of these regulations. Where conflicts or uncertainties arise, obtain specialist advice rather than relying solely on the deeming provisions of these regulations.