Company Law Reform Bill [HL]

moved Amendment No. 104:"After Clause 204, insert the following new clause—" ““APPROVAL BY WRITTEN RESOLUTION: ACCIDENTAL FAILURE TO SEND MEMORANDUM (1)   Where— (a)   approval under this Chapter is sought by written resolution, and (b)   a memorandum is required under this Chapter to be sent or submitted to every eligible member before the resolution is passed, any accidental failure to send or submit the memorandum to one or more members shall be disregarded for the purpose of determining whether the requirement has been met. (2)   Subsection (1) has effect subject to any provision of the company’s articles.”” The noble Lord said: My Lords, Chapter 4 of Part 10 of the Bill contains a number of requirements for member approval to various transactions involving directors. These include loans, substantial property transactions and payments for loss of office. In each case, provision is made for approval in general meeting or by written resolution. In most cases, where approval is to be given by written resolution, the clauses require certain information relating to the transaction to be sent to the members eligible to vote on the written resolution. A memorandum containing the required information must be sent to eligible members before, or at the same time as, the written resolution is sent to them. This is so that the members have the necessary information before them when they vote. In Committee, we explained our intention that accidental failure to send the memorandum to each and every eligible member should not necessarily invalidate the approval given by the members. The new clause to be inserted by this amendment deals with the point expressly. We agree that it is right to do so, particularly as there are similar provisions elsewhere in the Bill. I beg to move.