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The Government's proposed response to Fonterra's capital restructure


The Dairy Industry Restructuring (Fonterra Capital Restructuring) Amendment Act 2022 came into force on 1 June 2023.

12 December 2022 – Bill passed

The Dairy Industry Restructuring (Fonterra Capital Restructuring) Amendment Bill has passed.

Dairy Industry Restructuring (Fonterra Capital Restructuring) Amendment Act – NZ Legislation

Final report of the Primary Production Committee – NZ Parliament

16 September 2022 – Bill introduced

The Dairy Industry Restructuring (Fonterra Capital Restructuring) Amendment Bill has been introduced.

Next Steps

The bill will shortly be referred to the select committee. The select committee process will provide a further opportunity for the public to engage and share their views on the proposed regulatory changes.

14 July 2022 – Submissions released

This consultation started on 27 April and closed on 3 June 2022. Seventeen written submissions were received from 19 submitters. One oral submission was received.


We received one oral submission in addition to the published written submissions. It was from Māori collective: Te Arawa Primary Sector Inc.

Consultation background

On 9 December 2021, a majority of Fonterra shareholders voted in favour of the co-operative's capital restructure proposal.

On 27 April 2022, the Minister of Agriculture announced Cabinet policy decisions taken in response to Fonterra's proposed capital restructuring.

The Ministry for Primary Industries (MPI) sought comments from interested parties on the regulatory measures proposed by Cabinet.

The purpose of this consultation was to inform the design and implementation of the regulatory measures proposed for the Dairy Industry Restructuring Act 2001 as outlined in the consultation document. We were not seeking comment on Fonterra's capital structure itself, or on whether the Government should consider a different approach or alternatives to those outlined.

Consultation document

Fonterra capital restructuring: Proposed Government response [PDF, 420 KB]

Related information

Details of Fonterra’s proposed capital restructuring – Fonterra

The Cabinet paper relating to the Government’s response to Fonterra's capital structure [PDF, 912 KB]

The minute recording Cabinet’s decisions [PDF, 703 KB]

Regulatory impact assessment [PDF, 7.2 MB]

Government plans to amend Dairy Industry Restructuring Act – Minister's release

Expert reports

Frontier Economics: Fonterra’s proposed capital restructure report [PDF, 2.3 MB]

Northington Partners: Fonterra Co-operative Council Capital Structure Review [PDF, 1.3 MB]

Sapere: Benefits of a strong co-operative, Kieran Murray [PDF, 1.1 MB]

Sapere: Fonterra capital structure review – competition effects [PDF, 511 KB]

Castalia: Independent analysis of Fonterra's proposed capital restructure

TDB Advisory Limited: Fonterra’s Capital Restructuring Proposal – A Financial and Economic Assessment [PDF, 1.1 MB]