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Company Law

Analysis - guidance - compliance

27 JUL 2015

Update 122

Update 122
Update 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).

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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.

Looking 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-consultationGore-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.
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