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Company Law

Analysis - guidance - compliance

04 JUL 2014

Update 114

Update 114
Chapters 1, 3, 3A, 4, 6, 7, 7A, 8, 9, 19, 20,20A, 21, 24A, 25, 26, 39, 41, 42, 43, 52, 53, 55, 56, 58, 59 and 60 have been updated in this Update 114.
Jordan Publishing is delighted to welcome Rebecca Page, Barrister at Enterprise Chambers, as new contributor on Chapter 20A. Rebecca replaces Caroline Waterworth, Barrister at Ten Old Square. Jordan Publishing wishes to extend its thanks to Caroline for all her hard work on this chapter in recent years. We are also delighted to welcome Arielle Goodley, Solicitor Advocate at Kobre & Kim LLP who joins Tim Prudhoe, Barrister at Kobre & Kim LLP, as new contributors for Chapter 4.
A full review of developments in Scots law has been carried out by David Bennett in Chapters 8, 13, 19, 52, 58, 59 and 60.
Gore-Browne on Companies’ Commonwealth Editor, Professor Andrew Keay, Centre for Law and Business, University of Leeds, has updated Chapters 8,19, 55 and 56 with the latest Commonwealth case authorities, including, in Chapter 19, Susi v Bourke (Canada) on breach of directors’ duties and the equivalent of Companies Act 2006, s 994.
Tina Kyriakides, 11 Stone Buildings, has fully reviewed Chapter 3 and has made minor amendments.
Chapter 4 has been largely rewritten by Tim Prudhoe and Arielle Goodley, Kobre & Kim LLP. The chapter looks at the small number of entities that are outside the companies legislation. The contributors have extended the coverage here to look at the implications of companies that have a close connection with the UK but that are incorporated elsewhere, such as the offshore jurisdictions of Jersey, the Cayman Islands and the British Virgin Islands.
As part of her review of Chapter 20, Camilla Bingham QC, One Essex Court, has included details of the UK Government’s formal response (April 2014) concerning bearer shares and a central registry of beneficial ownership.
Rebecca Page, Enterprise Chambers, has included in Chapter 20A details of the key reforms for power to investigate the ownership of shares.
Andrew Bretherton, Candey LLP, has reviewed Chapters 21, 24A, 25 and 26 and made minor changes.
Professor Alistair Alcock has commented in detail on the important clarification of ‘mis-leading’ statements and impressions since April 2013 in Chapter 42.
Chapter 53 has been extensively amended by Professor Gerard McCormack, Centre for Law and Business, University of Leeds. It includes such developments as:

– the application of the Regulation to non-insolvency winding-up in Re Arm Asset Backed Securities;
– relationship between the Insolvency Regulation and the Judgments Regulation, particularly in relation to schemes in the UK;
– first-instance decisions such as Re Magyar Telecom BV, Schmid v Hertel and Fondazione Enasarco v Lehman Brothers Finance SA;
– detailed examination of the bankruptcy ‘stay’ under Art 4 of the Regulation;
Fortress Value Recovery Fund v Blue Skye Special Opportunities Fund and lawsuits pending under Art 15;
– the2014 case of Aria Inc v Credit Agricole in relation to recognition of insolvency proceedings, Art 18 and liquidators’ powers;
– formalities and timing issues particular a recent US Second Circuit decision;
– further guidance under Art 21;
– consequencesof recognition of foreign proceedings and United Drug (UK) Holdings Ltd v Bilcare Singapore Pte Ltd.

Chapter 56 has been reviewed by Chris Brockman and Stefan Ramel, barristers at Guildhall Chambers, Bristol. Procedural guidance on the presentation of the petition and service have been fine-tuned. There is also greater explanation of the provisional liquidator by analysing in further detail HMRC v Rochdale Drinks Distributors Ltd.
There has been a lot of minor updating this time, particularly in Part II Constitution and Personality (Chapters 6, 7, 7A,8 and 9), Chapters 1, 3A, 39, 41 and 43 as there have been very few substantive developments in this area of the law. These have been commented on by General Editor, Professor Alistair Alcock, University of Buckingham.
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