Company Law Bill [HL]

moved Amendment No. A69B:"Page 268, leave out lines 36 and 37." The noble Lord said: We are still working our way through Clause 562, in particular, new Section 135A of the Companies Act 1985 and the requirement for a solvency statement. In this amendment, we seek to leave out new Section 135A(4), which states:"““The validity of a resolution is not affected by a failure to comply with subsection (2) or (3)””." Subsections (2) and (3) provide the basic protections for members, allowing them prior access to the solvency statement before, or at the time of, a resolution. What is the point of including the protections of subsections (2) and (3) if a failure to follow them does not affect the validity of the resolution? It makes sense that such a resolution, passed where the members did not have access to all the required facts and information, should be first in line to be set aside. This amendment would resolve what appears to be a coach-and-horses situation. If subsection (4) is retained, it will remove any teeth from the requirements of new Section 135A. I beg to move.