122 is a modest update in size and includes amendments to 10 chapters, namely
Chapters 1 (The UK Framework); 7A (Attribution and Crimes); 10A (Register
of Members); 21 (Types of Shares, Rights and Liabilities); 22 (Allotment of
Shares); 23 (Transfer of Shares); 24 (Maintenance of Capital); 24B (Financial
Assistance by a Company for the Acquisition of its Own Shares); 40 (Obtaining
an Equity Listing); and 42 (Market Misconduct).
Chapter 1 has been updated by Gore-Browne’s General Editor, Professor
Alistair Alcock, University of Buckingham, and provides a more streamlined
outline of the company law framework in the UK. This includes a look at
insolvency and financial services and notes the SBEEA
2015 Small Business, Enterprise and Employment Act 2015.
Chapter 7A has also been amended by Professor
Alcock and comments on the 2015 Supreme Court ruling of Jetivia SA v Bilta, which
re-examines the ex turpi causa or illegality defence. This is a very important
decision as it now casts doubt on previous rulings such as those in Stone & Rolls(2008) GBC 011.
Chapter 10A has been amended by Professor John
Birds, University of Manchester, and among its routine updating, incorporates
the 2015 decision of Burberry Group plc v
Fox-Davies(2015) GBC 9, which is concerned with proper purpose.
Many of the chapters in Part VI – Share Capital
– have been updated by Andrew Bretherton, Partner at Freeths and Eva Micheler,
Department of Law, London School of Economics. There has been routine updating
by Andrew Bretherton in Chapter 21.
Chapter 22 has been amended by Eva Micheler and
notes there is new guidance by the Pre-emption Group of the Financial Reporting
Council for certain listed companies and pre-emptive rights. It also mentions
the changes to bearer shares by the Small
Business, Enterprise and Employment Act 2015.
Chapter 23 has been amended by Eva Micheler and
updates readers on the 2015 ruling of Tartsinis
v Navona Management Co concerning
sales contracts. It also expands its examination of changes to bearer shares by
the Small Business, Enterprise and
Employment Act 2015.
Chapter 24 and Chapter 24B have both been
updated by Andrew Bretherton and incorporate minor changes.
Chapter 40 has been updated by Justin Stock,
Managing Partner at Cooley. This chapter has been updated throughout and
incorporates such matters as the changes in 2015 to the Listing Rules and FCA
Guidance following a period of consultation.
Finally, Chapter 42 has been amended by
Professor Alistair Alcock and comments on the 2015 CJEU case of Lafonta v Autorité des Marchés Financiers(2015)
GBC 13 concerning inside information.
forward into 2016 and beyond, Parts XII and XIII of Gore-Browne on Companies look set for major development owing to
the new Insolvency Rules, which are now under statutory consultation. On
20 July 2015, the Insolvency Service held a meeting with the Insolvency
Rules Committee to discuss the draft Insolvency Rules 2016, which have
been updated as part of a modernisation project. These can be found at https://www.gov.uk/government/news/draft-insolvency-rules-sent-to-the-insolvency-rules-committee-for-statutory-consultation. Gore-Browne subscribers can be
assured that the insolvency writing team is closely monitoring this
consultation, ready to write on these new Rules once brought into force. Please
note that the process of completely rewriting the index to this work is
currently in progress. For a time the index will be incomplete while this work
is carried out. Chapters 1–40, 41A, 42, 44, 46–48A, 49, 50, 52, 53, 55,
56, 60 and 63 have now been reindexed.