Company Law Reform Bill [HL]

moved Amendment No. 531: "After Clause 881, insert the following new clause—" ““CONTINUITY OF THE LAW (1)   This section applies where any provision of this Act re-enacts (with or without modification) an enactment repealed by this Act. (2)   The repeal and re-enactment does not affect the continuity of the law. (3)   Anything done (including subordinate legislation made), or having effect as if done, under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Act, if in force or effective immediately before the commencement of that corresponding provision, has effect thereafter as if done under or for the purposes of that corresponding provision. (4)   Any reference (express or implied) in this Act or any other enactment, instrument or document to a provision of this Act shall be construed (so far as the context permits) as including, as respects times, circumstances or purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision. (5)   Any reference (express or implied) in any enactment, instrument or document to a repealed provision shall be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Act has effect, as being or (according to the context) including a reference to the corresponding provision of this Act. (6)   This section has effect subject to any specific transitional provision or saving contained in this Act. (7)   References in this section to this Act include subordinate legislation made under this Act. (8)   In this section ““subordinate legislation”” has the same meaning as in the Interpretation Act 1978 (c. 30).”” The noble Lord said: My Lords, this amendment introduces a new clause to follow Clause 881. It seeks to include a provision to ensure that things done in reliance on these provisions in the Companies Act 1985, which are repealed and replaced by the Bill, will continue to be legally effective. Articles of association, company resolutions and contracts are all likely to refer to provisions of the Companies Act or to rely for their effect on the way in which those provisions work. Except where we intend a change, those articles, resolutions and contracts should continue to have effect, not only with old references converted into new but also with their legal effect capable of continuing, despite verbal differences between the old and the new. This new clause applies automatically in all cases in which it is capable of applying. It is in addition to any more specific transitional provisions which may be included in the commencement orders by use of the power in the preceding Clause 881. It does not purport to be wholly comprehensive, but where it does apply it will avoid the need for equivalent provision to be made by possibly more than one order. The same amendment was brought forward in Grand Committee, but our debate was coloured there by what I suspect may have been slightly at crossed purposes. I hope, with the explanation I have provided today, we can agree the provision. I beg to move.