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Company Law

Analysis - guidance - compliance

14 JUL 2016

Update 128

Update 128

Latest Update Developments

Update 128 includes amendments to 20 chapters, namely Chapters 10A (Register of Members); 13 (Directors – Appointment, Removal and Vacation); 14 (Management of the Company); 15 (Directors’ Duties);19 (Unfair Prejudice); 20A (Disqualification); 34 (Annual Returns); 40 (Obtaining an Equity Listing); 41A (Corporate Governance); 49 (Introduction to Restructuring and Insolvency); 52 (Administration); 53 (European Insolvency); 54 (Cross-border (Non-EU) Insolvency); 54A (Floating Charges and Receivers in Scotland); 56 (Compulsory Liquidation: Procedure); 57 (Voluntary Liquidation: Procedure); 58 (Liquidators and Collection of Assets); 59 (Claims Against the Company); 60 (Application of Funds and Dissolution); and 61 (Civil and Criminal Liabilities and Office-holders’ Powers of Investigation).

Gore-Browne on Companies’  Scottish Editor, David Bennett, has included the latest Scottish developments in Chapters 13, 20A, 57, 58, 61 and his own chapter, Chapter 54A. These include new 2016 Regulations such as the Public Services Reform (Insolvency) (Scotland) Order 2016 and the Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 2016.

Gore-Browne on Companies’  Commonwealth Editor, Professor Andrew Keay, University of Leeds, has provided new cases and developments from Australia, Hong Kong and New Zealand in Chapters 14, 15, 19, 52, 56 and 59. Among others, these include: Australasian Centre for Corporate Responsibility v Commonwealth Bank of Australia (Chapter 14 – general meetings); Chen Wai Too v Poon Ka Man Jason (Chapter 15 –directors’ conflicts); Wilmar Sugar Australia Ltd v Queensland Sugar Ltd (Chapter 19 – defence to unfair prejudice being in best interests of the company); and ASIC v Planet Platinum (Chapter 52 – out-of-court appointment of administrator by the directors) and Queensland Mining Corporation Ltd v Butmall Pty Ltd, in the matter of Butmall Pty Ltd (in liq) (Chapter 56 – conflict of interest).

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Chapter 10A has been routinely updated by Professor John Birds and notes changes brought about by amendments to CA 2006 Part 8 of the Companies Act 2006 by the SBEEA 2015 Small Business, Enterprise and Employment Act 2015 (SBEEA), including a new section on opting out of the requirement to keep or maintain a register of members.

Chapter 34 has been reviewed by Tim Prudhoe and Peter Tyers-Smith of Kobre & Kim. It includes the Court of Appeal case of Sebry v Companies House (2015) GBC 4 and also discusses the new requirement to maintain a PSC register and the duty to deliver a confirmation statement instead of an annual return. It also includes a new section on the statutory guidance on the meaning of ‘significant influence or control’ (‘SIOC’) as prescribed by the Persons with Significant Control Regulations 2016.

Chapter 40 has undergone some minor updating by Justin Stock, Managing Partner at Cooley LLP. It is Justin’s last update for Gore-Browne and the Editors and Publishers would like to thank him for his hard work and commitment to Gore-Browne over the years. We look forward to continuing our association with Cooley LLP in forthcoming updates.

Chapter 41A includes an examination of the QCA Corporate Governance Code by General Editor, Professor Alistair Alcock, University of Buckingham, together with a new section on corporate governance for AIM companies and others and the Quoted Company Alliance’s Code.

Chapters 49, 59 and 60 have undergone some minor updating by James Stonebridge, Partner at Norton Rose Fulbright. Louis Doyle, King’s Chambers, has reviewed Chapter 58 and incorporated some minor changes.

Chapter 53 has been restructured into two separate chapters, Chapters 53 and 54, by Gerard McCormack, Professor of International Business Law, University of Leeds. Insolvency from outside the UK is an extremely complicated subject and for such insolvencies, how it is governed depends on whether it takes place within the EU or outside it. The rules of operation are different and the problem areas are complex, so much so that a decision has been taken by the Publishers and the Editors to split the material into Chapters 53 – European Insolvency and 54 – Cross-border (Non-EU) Insolvency. Chapter 53 includes some new discussion on forum shopping with particular reference to Re Codere Finance (UK). Other 2016 cases are noted, such as Re Metinvest BV. Chapter 54 provides some more in-depth introductory material on COMI and cross-border insolvency outside the EU.

Please note that the process of completely rewriting the index to this work has now been completed, though some finishing touches will be made to the index in the next update.

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