Company Law Reform Bill [HL]

moved Amendments Nos. 409 to 411:"Page 254, line 11, leave out ““for re-registration (rather than winding up)”” and insert ““requiring the company to re-register as a public company””""Page 254, line 15, at end insert—" ““(   )   If it does not make an order for re-registration, the court may make either or both of the following— (a)   a remedial order (see section (Enforcement of prohibition: remedial orders), or (b)   an order for the compulsory winding up of the company.”” After Clause 532, insert the following new clause— ““ENFORCEMENT OF PROHIBITION: REMEDIAL ORDER (1)   A ““remedial order”” is an order for the purpose of putting a person affected by anything done in contravention of section 529 (prohibition of public offers by private company) in the position he would have been in if it had not been done. (2)   The following provisions are without prejudice to the generality of the power to make such an order. (3)   Where a private company has— (a)   allotted securities pursuant to an offer to the public, or (b)   allotted or agreed to allot securities with a view to their being offered to the public, a remedial order may require any person knowingly concerned in the contravention of section 529 to offer to purchase any of those securities at such price and on such other terms as the court thinks fit. (4)   A remedial order may be made— (a)   against any person knowingly concerned in the contravention, whether or not an officer of the company; (b)   notwithstanding anything in the company’s constitution (which includes, for this purpose, the terms on which any securities of the company are allotted or held); (c)   whether or not the holder of the securities subject to the order is the person to whom the company allotted or agreed to allot them. (5)   Where a remedial order is made against the company itself, the court may provide for the reduction of the company’s capital accordingly.”” On Question, amendments agreed to. Clause 538 [Exercise by directors of power to allot shares etc]: