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Company Law

Analysis - guidance - compliance

18 APR 2016

Update 127

Update 127


Update 127 includes amendments to 16 chapters, namely Chapters 3 (Registration and Registered Offices); 3B (Registrars of Companies); 8 (Transactions Binding the Company); 13 (Directors – Appointment, Removal and Vacation); 15 (Directors’ Duties); 19 (Unfair Prejudice); 20A (Disqualification); 30 (Creating Charges); 31 (Registration of Charges); 35 (Accounts and their Publication); 36A (Form and Content of Directors’ Reports); 37 (Filing and Defective Accounts); 37A (Appointment and Removal of Auditors); 37B (Functions and Liability of Auditors); 41A (Corporate Governance); and 54A (Floating Charges and Receivers in Scotland).

Gore-Browne on Companies’ Scottish Editor, David Bennett, has included the latest Scottish cases and developments in Chapters 8, 19, 20A and his own chapter, Chapter 54A.

Chapter 3 has been updated by Tina Kyriakides, Radcliffe Chambers, and includes the 2015 case of Key Homes Bradford Ltd v Patel and further changes by the Small Business, Enterprise and Employment Act 2015 (SBEEA).

Chapter 3B has been reviewed by Kathleen O’Reilly, Company Law Committee of the Law Society and Lecturer, BPP University, and incorporates further changes by SBEEA, particularly in relation to the PSC Register.

Two directors chapters have been reviewed. Chapter 13 has been routinely amended by Deirdre Ahern, School of Law, Trinity College, Dublin, and, among other things, includes an update on the director’s power to nominate. Chapter 15 includes some minor updating by Professor John Birds.

Chapter 30 has been reviewed by Gerard McCormack, Professor of International Business Law, University of Leeds, and includes a new case, Alpstream AG v PK Airfinance, on floating charges and the enforcement of security. The duties of a receiver/mortgagee in selling charged property were reviewed by the Court of Appeal in Alpstream AG v PK Airfinance and are commented on.

Professor McCormack also updated Chapter 31. Sham transactions are commented on in reference to the 2016 case of Erlam v Rahman. The EU Financial Collateral Directive is also discussed in the 2015 Supreme Court case, United States v Nolan.

Many of the accounts chapters, Chapters 35, 36A,37, 37A and 37B, incorporate minor updating.

Chapter 41A includes some routine amendments by General Editor, Professor Alistair Alcock, University of Buckingham.

Chapter 54A has been reviewed by David Bennett and includes an update on the treatment of assets after 1 October 2015, under the implementation of SBEEA. The 2015 case of Joint Administrators of Castlebridge Plant Ltd, Noters is also discussed.

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 to 50, 52, 53 to 56, 58, 60, 61 and 63 have now been reindexed.

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