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Company Law

Analysis - guidance - compliance

06 NOV 2014

Update 116

Update 116
Update 116 includes changes and developments in Chapters 3B, 5, 6, 7A, 8, 15, 16, 17, 19, 20A, 22, 23, 34, 40, 43, 49, 52, 53, 55, 56 and 60. Chapters 6, 8, 19, 43, 49, 52, 53, 55, 56 and 60 have been amended in relation to Commonwealth material only.

Gore-Browne on Companies is delighted to welcome two new members to the Advisory Board, namely Peter Arden QC, Erskine Chambers and Stephen Mathews, Partner, Allen & Overy. The Advisory Board plays a key role in the success of Gore-Browne and regularly holds meetings to discuss the latest developments in company law and practice, ensuring that Gore-Browne remains the leading company law resource of choice.

Gore-Browne’s Commonwealth Editor, Professor Andrew Keay, Centre for Business Law and Practice, University of Leeds, has included the latest, pertinent cases from Canada and Australia and these can be found in Chapters 6, 8, 19, 43, 49, 52, 53, 55 and 60. Gore-Browne has always thought it essential to include those Commonwealth cases that aid the understanding of the implementation and interpretation of the CA 2006Companies Act 2006 and in the cases that are now being reported.
Chapter 3B has been reviewed by the Law Society’s Company Law Committee Chair, Kathleen O’Reilly and briefly discusses those aspects of the Small Business, Enterprise and Employment Bill that affect business names and the PSC Register. Companies House proposals concerning electronic filing for small businesses are also mentioned.

Chapter 5 has undergone minor updating by Nigel Banerjee, King’s College, London. Chapter 6 sees the first of the many 2013 and 2014 Commonwealth cases that Professor Andrew Keay has included.

The topic of the ‘company as victim’ in Chapter 7A has undergone a thorough review and reworking by General Editor, Professor Alistair Alcock, University of Buckingham. The expanded analysis looks at how the law has evolved over time and examines it in terms of the leading cases of Bilta(2013) GBC 036, Stone & Rolls(2008) GBC 011, Safeway Stores(2010) GBC 002 and Rozeik.
Chapter 8 includes the recent Canadian case of Business Development Bank of Canada v 0792989 BC Ltd, which looks at the application of the rule in Turquand.
John Birds has updated Chapters 15, 16 and Chapter 17. Chapter 15 updates those parts relating to conflicts of interests and secret profits with the case of Richmond Pharmacology Ltd v Chester Overseas Ltd. Chapter 16 looks at liability of third parties with reference to Goldtrail Travel Ltd v Aydin(2014) GBC 27. This case is given more detailed commentary in Chapter 17.

Chapter 19 includes the Australian case, LPD Holdings (Aust) Pty Ltd v Phillips, concerning the seeking of compensation.

Chapter 20A has been updated by Rebecca Page, Enterprise Chambers, and includes the 2014 case of Secretary of State for Business, Innovation & Skills v William Nicolas Warry, which gives guidance on certain disqualification periods.

Chapters 22 and 23 have both been updated by Eva Micheler, Department of Law, London School of Economics, with Chapter 23 in particular including commentary on a host of 2013 and 2014 cases, for instance Spaul v Spaul, Capita (Banstead 2011) Ltd v RFIB Group Ltd, Shield v Shield in trusts of shares and Blindley Health Investments Ltd v Bass on removal of pre-emptive rights.

Chapter 34 has been updated by Tim Prudhoe and Peter Tyers-Smith, Kobre & Kim LLP. They look at the Small Business, Enterprise and Employment Bill and its relevance here to a new filing regime with its replaced ‘confirmation statements’, cf annual returns.

Chapter 40 has been updated by Justin Stock, Partner at Morrison Foerster, and looks at the requirements for a premium listing under the Listing Rules, with particular reference to the ‘super-equivalent’ requirements and the six Premium Listing Principles.

Chapter 56 has been updated by Chris Brockman and Stefan Ramel, both of Guildhall Chambers. They examine the issue of stays in winding-up proceedings with reference to the 2014 case of Re Wine National Pty Ltd.

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