UK Parliament / Open data

Company Law Reform Bill (HL)

Debate on bills and Committee proceeding on Wednesday, 15 March 2006, in the House of Lords.
Type
Parliamentary proceeding
Reference
679 c467-532GC 
Session
2005-06
Department
Department of Trade and Industry
Legislative stage
Committee stage
Procedure
New clauses
Chamber / Committee
House of Lords Grand Committee
Related items
Company Law Reform Bill (HL). (In two volumes. Volume I contains clauses 1 to 481 and Volume II contains clauses 482-885 and schedules to the Bill ). Explanatory notes HL Bill 34-En also published.
Tuesday, 1 November 2005
Bills
House of Lords
Proceeding contributions
Lord McKenzie of Luton | 679 c471GC (Link to this contribution) I start by reiterating a point on which we touched yesterday. Certainty can be achieved in these mat...
Lord Hodgson of Astley Abbotts | 679 c471GC (Link to this contribution) My name is not attached to this amendment but, wearing my past practitioner’s hat, I think that ther...

Show all contributions (132)
Lord Hodgson of Astley Abbotts | 679 c474-5GC (Link to this contribution) My name is attached to Amendment No. A26 in this group, which covers the same point as that of the l...
Lord Hodgson of Astley Abbotts | 679 c475GC (Link to this contribution) I understand the position that the noble Lord has taken. But, as we discussed yesterday, this is—dar...
Lord Hodgson of Astley Abbotts | 679 c477-8GC (Link to this contribution) One of the issues is the question of numbers. We might find that we have a number which subsequently...
Lord McKenzie of Luton | 679 c498-9GC (Link to this contribution) Clause 537(4) explains how the clause operates when shares of a public company are offered for subsc...
Lord Razzall | 679 c498GC (Link to this contribution) As I understand it, the Minister is saying that the effect of my amendment is dealt with by the powe...
Lord McKenzie of Luton | 679 c516-7GC (Link to this contribution) I shall deal with Amendments Nos. A52 and A57. Amendment No. A52 concerns Clause 550. The clause pro...
Lord Razzall | 679 c514GC (Link to this contribution) moved Amendment No. A51:"Page 261, line 29, leave out ““money”” and insert ““price””" The noble Lor...
Lord Hodgson of Astley Abbotts | 679 c517-8GC (Link to this contribution) I am extremely grateful to the Minister for that offer; that would be very helpful. Perhaps the offi...
Lord Hodgson of Astley Abbotts | 679 c519GC (Link to this contribution) moved Amendment No. A58:"Page 263, line 5, leave out subsection (3) and insert—" ““(3)   The power...
Lord Sainsbury of Turville | 679 c503GC (Link to this contribution) I forbore to say that I was surprised to see the noble Lord wanting to give more regulatory powers, ...
Lord Hodgson of Astley Abbotts | 679 c504-5GC (Link to this contribution) I am certainly grateful to the Minister for that very full response. I believe that the core of his ...
Lord Hodgson of Astley Abbotts | 679 c521GC (Link to this contribution) So they have to give notification that they have the power and then they have to give notification a...
Lord McKenzie of Luton | 679 c521GC (Link to this contribution) I feel a bit like a messenger here. It is not the existence of the power but the exercise of the pow...
Lord Razzall | 679 c525-6GC (Link to this contribution) I understand the argument and I am happy to withdraw the amendment. Amendment, by leave, withdrawn....
Lord McKenzie of Luton | 679 c470GC (Link to this contribution) In relation to the pre-emption rights, the answer should be that so long as the existence of the abi...
Lord Hodgson of Astley Abbotts | 679 c469-70GC (Link to this contribution) I am grateful to the Minister. He was able to clear up most of my points. There were two that he did...
Lord Razzall | 679 c475GC (Link to this contribution) Does the noble Lord accept that we are simply trying to reflect the current position? We are asking ...
Lord McKenzie of Luton | 679 c479GC (Link to this contribution) Before the noble Lord does so, I should like to emphasise again that under the existing law, this wo...
Lord Hodgson of Astley Abbotts | 679 c478GC (Link to this contribution) Are we not also concerned that this is a new procedure? We are actually changing the law here to mak...
Lord McKenzie of Luton | 679 c475-7GC (Link to this contribution) Clause 528 enables members, creditors or the Secretary of State to apply to the court for an order r...
Lord McKenzie of Luton | 679 c478GC (Link to this contribution) I stress again to the noble Lord that there is no number which is allowed. We do not think that that...
Lord Hodgson of Astley Abbotts | 679 c477GC (Link to this contribution) Before the noble Lord decides what he is going to do with the amendment, I wish to ask the Minister ...
Baroness Hooper | 679 c496GC (Link to this contribution) We are slightly ahead of time, but if everyone who is involved is here, perhaps we could resume. The...
Baroness Hooper | 679 c496GC (Link to this contribution) The Committee will adjourn again for 10 minutes. [The Sitting was suspended for a Division in the H...
Lord Razzall | 679 c496GC (Link to this contribution) No. With respect—which, among lawyers, always means that we disagree—this clause relates to the powe...
Lord Razzall | 679 c495GC (Link to this contribution) We are as one on the need for the transitional arrangements, which we can look at when we get to Ame...
Lord McKenzie of Luton | 679 c496-7GC (Link to this contribution) An authority given to the directors under Clause 536, or a resolution of the company’s members which...
Lord Hodgson of Astley Abbotts | 679 c499GC (Link to this contribution) I am grateful. The Minister knows that I am not a lawyer, and I do not find it easy to understand so...
Lord Razzall | 679 c497GC (Link to this contribution) I thank the Minister. It is a very simple issue. I understand the point made by the noble Lord, Lord...
Lord Razzall | 679 c480-1GC (Link to this contribution) moved Amendment No. A29:"Page 254, line 5, at end insert ““, or an equivalent amount in another curr...
Lord McKenzie of Luton | 679 c479-80GC (Link to this contribution) moved Amendment No. A28:"Page 253, line 11, leave out subsections (2) and (3)." The noble Lord said...
Lord Razzall | 679 c482GC (Link to this contribution) You would have to follow those procedures. I will reflect on what the noble Lord has said, but that ...
Lord McKenzie of Luton | 679 c481-2GC (Link to this contribution) Clause 533 retains the current requirement, contained in Sections 117 and 118 of the 1985 Act, that ...
Lord Razzall | 679 c484-5GC (Link to this contribution) I am grateful to the Minister. I understand him to say two things: first, that this matter should be...
Lord Hodgson of Astley Abbotts | 679 c489GC (Link to this contribution) This is quite technical. The Minister said a lot which I need to read and on which I need to get adv...
Lord McKenzie of Luton | 679 c486-9GC (Link to this contribution) In speaking to Amendment No. A32, I shall speak also to Amendments Nos. A35 and A214 and to the Clau...
Lord Hodgson of Astley Abbotts | 679 c490-1GC (Link to this contribution) moved Amendment No. A33A:"Page 254, line 35, after ““shares”” insert ““(whether in issue or not)””" ...
Lord McKenzie of Luton | 679 c490GC (Link to this contribution) moved Amendment No. A33:"Page 254, line 24, leave out from first ““to”” to second ““the”” and insert...
Lord McKenzie of Luton | 679 c491GC (Link to this contribution) Clause 535 empowers the directors of a private company to allot new shares in a company or to grant ...
Baroness Hooper | 679 c492GC (Link to this contribution) The Committee will adjourn for 10 minutes. [The Sitting was suspended for a Division in the House f...
Lord Sainsbury of Turville | 679 c512-3GC (Link to this contribution) First, we do not regard this as an academic exercise. We want to achieve as much consolidation as po...
Lord Hodgson of Astley Abbotts | 679 c513-4GC (Link to this contribution) I am grateful but a little disappointed that we did not have further movement on that. First, it is ...
Lord Hodgson of Astley Abbotts | 679 c510-1GC (Link to this contribution) I am grateful to the Minister. We are slightly guilty in this; we should probably have talked to off...
Lord Razzall | 679 c515GC (Link to this contribution) I think that the Minister has answered his own question. When company lawyers of the next decade loo...
Lord Hodgson of Astley Abbotts | 679 c515-6GC (Link to this contribution) moved Amendment No. A52:"Page 262, line 18, after ““capital”” insert ““or convert shares into shares...
Lord McKenzie of Luton | 679 c518-9GC (Link to this contribution) moved Amendment No. A53:"Page 262, line 22, at end insert ““and may reduce its share capital in acco...
Lord Hodgson of Astley Abbotts | 679 c517GC (Link to this contribution) I am grateful to the Minister. Of course I perfectly understand that we are not discussing rights at...
Lord McKenzie of Luton | 679 c517GC (Link to this contribution) It is an interesting point. We would like to take it away and think about it. Clearly, there is a di...
Lord McKenzie of Luton | 679 c501GC (Link to this contribution) The immediate answer is that there is no current intention to increase it. If the case is other than...
Lord Sainsbury of Turville | 679 c502-3GC (Link to this contribution) Subject to some exceptions under Section 89(1) of the 1985 Act, a company proposing to allot shares ...
Lord Hodgson of Astley Abbotts | 679 c501GC (Link to this contribution) I am grateful to the Minister for that and I beg leave to withdraw the amendment. Amendment, by lea...
Lord Hodgson of Astley Abbotts | 679 c503GC (Link to this contribution) moved Amendment No. A40A:"Page 258, line 27, leave out ““that has only one class of shares””" The n...
Lord Razzall | 679 c508GC (Link to this contribution) moved Amendment No. A42:"Page 259, line 29, leave out subsection (2)." The noble Lord said: I suspe...
Lord Sainsbury of Turville | 679 c508GC (Link to this contribution) The noble Lord is getting too good at answering his own questions. We anticipated the concern behin...
Lord McKenzie of Luton | 679 c530GC (Link to this contribution) moved Amendment No. A64A:"Page 266, line 10, leave out ““holders of shares”” and insert ““members””"...
Lord McKenzie of Luton | 679 c526-7GC (Link to this contribution) For the sake of completeness, I will go through the note, but the noble Lord is right in his conclus...
Lord Razzall | 679 c527GC (Link to this contribution) I am happy to withdraw the amendment. Amendment, by leave, withdrawn.
Lord Razzall | 679 c526GC (Link to this contribution) moved Amendment No. A62:"Page 265, line 17, leave out subsection (1)." The noble Lord said: I hope ...
Lord Hodgson of Astley Abbotts | 679 c467-8GC (Link to this contribution) moved Amendment No. A14:"Page 251, line 1, leave out subsection (4)." The noble Lord said: I thank ...
Lord Haskel | 679 c467GC (Link to this contribution) First, I inform the Committee that there is a revised groupings list on lavender paper. I must annou...
Lord Razzall | 679 c470-1GC (Link to this contribution) moved Amendment No. A17:"Page 251, line 11, leave out from ““is”” to end of line 12 and insert ““mad...
Lord Clinton-Davis | 679 c475GC (Link to this contribution) I am wholly opposed to this idea. I do not think that the court ought to have discretion in these ci...
Lord Razzall | 679 c473-4GC (Link to this contribution) moved Amendment No. A24:"Page 252, line 8, leave out paragraph (b)." The noble Lord said: In moving...
Lord Razzall | 679 c473GC (Link to this contribution) I understand the comments made by the Minister. However, with the benefit of experience, I do not th...
Lord Razzall | 679 c475GC (Link to this contribution) So, as a current or former practising solicitor, does the noble Lord not regard the representations ...
Lord Razzall | 679 c478-9GC (Link to this contribution) Without wishing to labour the point made by the noble Lord, Lord Hodgson, I will withdraw the amendm...
Lord McKenzie of Luton | 679 c477GC (Link to this contribution) Will the noble Lord give an example of the kind of minor issue that he has in mind?
Lord Hodgson of Astley Abbotts | 679 c496GC (Link to this contribution) I hesitate to say anything about the Law Society, but I wondered why this was so important, given th...
Lord McKenzie of Luton | 679 c493-5GC (Link to this contribution) There are a number of elements to this amendment, some of which relate to transitional measures; not...
Lord Hodgson of Astley Abbotts | 679 c498GC (Link to this contribution) moved Amendment No. A39A:"Page 256, leave out lines 19 to 21 and insert ““This section applies to sh...
Lord Hodgson of Astley Abbotts | 679 c499-500GC (Link to this contribution) moved Amendment No. A39B:"Page 257, line 10, leave out paragraph (a)." The noble Lord said: This cl...
Lord Razzall | 679 c479GC (Link to this contribution) The answer to the Minister is straightforward. It is quite likely that, where companies have raised ...
Lord McKenzie of Luton | 679 c482GC (Link to this contribution) moved Amendment No. A30:"After Clause 533, insert the following new clause—" ““CONSEQUENCES OF DOI...
Lord Razzall | 679 c482-3GC (Link to this contribution) moved Amendment No. A31:"Page 254, line 20, at end insert ““, or" (c)   to the allotment of shares...
Lord Hodgson of Astley Abbotts | 679 c491-2GC (Link to this contribution) I am grateful to the Minister. The transition issues were not in our mind when tabling the amendment...
Lord Sainsbury of Turville | 679 c509-10GC (Link to this contribution) Where the directors of a company have been given an authority to allot shares under Clause 536, they...
Lord Sainsbury of Turville | 679 c514-5GC (Link to this contribution) Clause 548 prohibits a company from applying its shares or capital money in payment of any commissio...
Lord McKenzie of Luton | 679 c519GC (Link to this contribution) moved Amendments Nos. A54 to A56:"Page 262, line 30, at end insert—" ““(   )   section 177 of the ...
Lord Hodgson of Astley Abbotts | 679 c520GC (Link to this contribution) I am grateful to the Minister. I am not sure that we had taken on board the increased use of written...
Lord Hodgson of Astley Abbotts | 679 c520GC (Link to this contribution) moved Amendment No. A59:"Page 263, line 10, at end insert ““provided, at which time, that notice is ...
Lord McKenzie of Luton | 679 c500-1GC (Link to this contribution) Clause 539 replaces Section 88 of the 1985 Act. As now, within one month of an allotment of new shar...
Lord Sainsbury of Turville | 679 c503-4GC (Link to this contribution) The provisions in Clause 543 are new. They are required as a result of the changes introduced by Cla...
Lord Hodgson of Astley Abbotts | 679 c507GC (Link to this contribution) I am grateful to the Minister. Once I saw the Second Company Law Directive coming over the horizon, ...
Lord Sainsbury of Turville | 679 c507-8GC (Link to this contribution) moved Amendment No. A41:"Page 259, line 25, after ““of”” insert ““equity””" On Question, amendment ...
Lord Razzall | 679 c524-5GC (Link to this contribution) moved Amendment No. A61:"After Clause 554, insert the following new clause—" ““CONVICTION OF COMPA...
Lord Hodgson of Astley Abbotts | 679 c524GC (Link to this contribution) They may not be necessary or desirable, but they could be achieved. I will not try to answer the det...
Lord McKenzie of Luton | 679 c525GC (Link to this contribution) Clause 733, entitled:"““Amendments of the Companies Act 1985””," introduces Schedule 4 to the Bill ...
Lord Hodgson of Astley Abbotts | 679 c521GC (Link to this contribution) I am grateful to the Minister. The word I picked up in his response was that the registrar must be t...
Lord Hodgson of Astley Abbotts | 679 c521GC (Link to this contribution) I think that we have got to the bottom of that. I beg leave to withdraw the amendment. Amendment, b...
Lord McKenzie of Luton | 679 c530GC (Link to this contribution) moved Amendment No. A64B:"Page 266, line 22, leave out ““attached to a class of shares”” and insert ...
Lord Sainsbury of Turville | 679 c532GC (Link to this contribution) This might be a convenient moment for the Committee to adjourn until next Monday at 3.30 pm.
Lord McKenzie of Luton | 679 c527-8GC (Link to this contribution) This amendment is concerned with the conditions that should apply to a variation of class rights in ...
Lord Hodgson of Astley Abbotts | 679 c527GC (Link to this contribution) moved Amendment No. A63:"Page 265, line 26, at end insert ““whether more or less onerous than the re...
Lord Hodgson of Astley Abbotts | 679 c470GC (Link to this contribution) I am grateful for that last answer, which was very clear. The first answer is encouraging. Clearly, ...
Lord McKenzie of Luton | 679 c468-9GC (Link to this contribution) Like subsection (3), this subsection is derived from Section 742A of the Companies Act 1985. It crea...
Lord Clinton-Davis | 679 c475GC (Link to this contribution) As far as I know, the department has considered this in depth with professional organisations. It fi...
Lord McKenzie of Luton | 679 c471-3GC (Link to this contribution) Of course, but if they are concerned about uncertainty, that is one solution. However, I shall try t...
Lord Clinton-Davis | 679 c475GC (Link to this contribution) Of course I take the Law Society’s views very seriously, but it is not always right.
Lord Razzall | 679 c478GC (Link to this contribution) There are actually two separate groups of amendments here. On the first one, Amendment No A24, I sha...
Lord McKenzie of Luton | 679 c496GC (Link to this contribution) An authority given to the directors under Clause 536, or resolution of the company’s—
Lord Razzall | 679 c495-6GC (Link to this contribution) moved Amendment No. A36:"Page 255, line 14, leave out ““number of shares”” and insert ““nominal amou...
Lord Razzall | 679 c493GC (Link to this contribution) As I was saying before the Division Bell, the wise heads of the Law Society have come up with five c...
Lord Razzall | 679 c498GC (Link to this contribution) I thank the Minister for his comments. I think I am right that the interest rate was last changed in...
Lord McKenzie of Luton | 679 c497-8GC (Link to this contribution) Clause 537 applies only to public companies. It prohibits the allotment of shares offered for subscr...
Lord Razzall | 679 c497GC (Link to this contribution) moved Amendment No. A39:"Page 256, line 18, at end insert—" ““(   )   The Secretary of State may b...
Lord McKenzie of Luton | 679 c482GC (Link to this contribution) For the record, there are procedures that have to be gone through, which we will debate later.
Lord Razzall | 679 c482GC (Link to this contribution) That is certainly an interesting point. As I understand it, the Minister is saying that the company ...
Lord McKenzie of Luton | 679 c483-4GC (Link to this contribution) Generally speaking, the directors of an existing company—that is, a company formed prior to the date...
Lord Hodgson of Astley Abbotts | 679 c485-6GC (Link to this contribution) moved Amendment No. A32:"Page 254, line 20, at end insert ““, or" (c)   otherwise, if the company ...
Lord Razzall | 679 c492GC (Link to this contribution) moved Amendment No. A34:"Page 255, line 2, at end insert ““or by a resolution of the company, or if ...
Lord Hodgson of Astley Abbotts | 679 c511-2GC (Link to this contribution) moved Amendment No. A44:"Before Clause 548, insert the following new clause—" ““OFFERS TO SHAREHOL...
Lord McKenzie of Luton | 679 c519-20GC (Link to this contribution) The amendment would require companies which want to sub-divide or consolidate their shares under Cla...
Lord McKenzie of Luton | 679 c520-1GC (Link to this contribution) Clause 551 prescribes how a company may subdivide all consolidated shares into shares of a different...
Lord Hodgson of Astley Abbotts | 679 c501GC (Link to this contribution) That response was helpful. Perhaps I may press the Minister for one further comment, which is that t...
Lord Hodgson of Astley Abbotts | 679 c503GC (Link to this contribution) It is astonishing when a Minister says that he does not want an additional power when he is being of...
Lord Hodgson of Astley Abbotts | 679 c501-2GC (Link to this contribution) moved Amendment No. A40:"Page 258, line 21, at end insert ““, and" (   )   may include such condit...
Lord Hodgson of Astley Abbotts | 679 c503GC (Link to this contribution) That is a perfectly fair point. We will talk again to the UK share association to see whether it has...
Lord Hodgson of Astley Abbotts | 679 c505GC (Link to this contribution) moved Amendment No. A40D:"Page 259, line 5, at end insert ““, or as the articles or resolution may s...
Lord Sainsbury of Turville | 679 c505-7GC (Link to this contribution) My Lords, where the directors of a company are authorised to allot shares in a company, pursuant to ...
Lord Razzall | 679 c508GC (Link to this contribution) I understand the Minister’s comments, and I beg leave to withdraw the amendment. Amendment, by leav...
Lord Hodgson of Astley Abbotts | 679 c508-9GC (Link to this contribution) moved Amendment No. A43:"Page 259, line 42, leave out subsections (5) to (7)." The noble Lord said:...
Lord McKenzie of Luton | 679 c521GC (Link to this contribution) I understand that notice has to be given within one month of the exercise of the power, if that help...
Lord McKenzie of Luton | 679 c522-4GC (Link to this contribution) I am aware that this is going to be part of a wider debate about consolidation, to which we will ret...
Lord Hodgson of Astley Abbotts | 679 c521-2GC (Link to this contribution) moved Amendment No. A60: Leave out Clause 554 and insert the following new Clause— ““NOTICE TO RE...
Lord McKenzie of Luton | 679 c530-2GC (Link to this contribution) moved Amendment No. A65:"Page 266, leave out line 41." The noble Lord said: When we debated governm...
Lord McKenzie of Luton | 679 c529-30GC (Link to this contribution) moved Amendment No. A64:"Page 265, line 42, leave out subsection (2)." The noble Lord said: In movi...
Lord Hodgson of Astley Abbotts | 679 c528-9GC (Link to this contribution) I thank the Minister for his detailed and very specific response. What he is saying is that in this ...
Baroness Fookes | 679 c526GC (Link to this contribution) Before calling Amendment No. A62, I should tell the Committee that if this amendment is agreed, I sh...
Subjects
Company law
Companies
Directors
Exemptions
Staff
Private companies
Registration
Shares
Shareholders
Legislation
Company Law Reform Bill (HL) 2005-06
Link
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