Modern Law of Meetings
comprehensively deals with the law and practice of company, insolvency and local authority meetings, as well as meetings to conduct business generally. It provides a thorough analysis of the meeting process, from deciding when a meeting is needed, the convening of a meeting, its conduct and management and the keeping of lawful and adequate records.
It is designed to help company officers and their advisers navigate all of the rules and regulations governing board and general meetings set out in the Companies Act 2006 and the model form articles for private companies limited by shares, guarantee companies and public companies respectively, all of which came fully into force on 1 October 2009.
It deals in detail with the saving provisions that apply to companies whose constitutions pre-date the relevant parts of the 2006 Act, which often have an option of either preserving their old way of doing things, or converting to the 2006 Act regime.
The book covers the legal and practical consequences for companies dealing with issues such as:
- The abolition by the Act of objects clauses and ‘authorised share capital’
- The introduction of new rules on directors’ powers to allot shares
- The practical impact of a new power for boards to authorise directors’ ‘situational conflicts’ under s 175 of the Act – subject to conditions
This edition also covers the often significant changes made to the original provisions of the 2006 Act by, for example, regulations such as the Companies (Shareholders Rights) Regulations 2009, SI 2009/1632 which, among other reforms, alter the rules governing proxies and corporate representatives, and members’ powers to require a general meeting to be called.
Part 1 - Company Meetings
Part 2 - Meetings in Insolvency
- The Control and Management of Companies
- Types of Members' Resolutions
- Meetings of Members (Including Classes of Members and of Debenture Holders)
- Annual General Meetings for Public Companies
- Notice of General (Members’) Meetings
- The Quorum and the Chairman at General Meetings
- Voting and Proxies at Members’ Meetings
- Adjournments of Members’ Meetings
- Rights of the Auditor in Relation to Members’ Meetings
- Electronic Communications and General Meetings
- Meetings of Directors
- Electronic Communications and Board Meetings
- Minutes of Members’ and of Board Meetings
- Admission To and Expulsion From Members’ and Directors’ Meetings
Part 3 - Local Authorities
Part 4 - Meetings of Private Organisations
- Company Voluntary Arrangements
- Company Administrations
- Administrative Receivership
- Creditors’ Voluntary Winding Up
- Winding Up by the Court
- Members’ Voluntary Liquidation
- Creditors’ Schemes under Part 26 (ss 895–901) of the Companies Act 2006
- Individual Voluntary Arrangements
- Meetings of Private Organisations
- Summary of Main Matters to be Dealt with by Members under the Companies Act
- Bushell v Faith clause
- The UK Corporate Governance Code
"This distinguished legal text from Jordans examines and explains - with outstanding clarity and insight - the law and practice of specific kinds of meetings ... The special value of this book is that it presents the law and practice of meetings in a clear, concise manner including convening, conducting and recording the meeting; in short, its general management... Anyone concerned with law and best practice pertaining to meetings should acquire a copy of this highly regarded and up-to-date legal text."
An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers
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This new edition of the Modern Law of Meetings has been comprehensively updated. It covers the law relating to private limited companies meetings, insolvency meetings and also local authority meetings, public meetings, and meetings of private organisations. In each area, it highlights and discusses current best practice as well as the latest important case-law.
Our aim has been to provide practical, authoritative and relevant guidance not only to lawyers and other professional advisers, but also to company secretaries and directors, local government and other public sector lawyers, committee administrators, insolvency practitioners and insolvency lawyers, and those involved in running private organisations such as clubs.
We provide a thorough analysis of the meeting process, from deciding when a meeting is needed, convening the meeting, its conduct and management, to keeping lawful and adequate records.
The book deals in detail with the saving provisions that apply to companies whose constitutions pre-date the relevant parts of the Companies Act 2006, which often have an option of either preserving their old way of doing things, or converting to the 2006 Act regime. It covers the legal and practical consequences for companies dealing with issues such as:
• The abolition by the Act of objects clauses and ‘authorised share capital’
• The introduction of new rules on directors’ powers to allot shares
• The practical impact of a new power for boards to authorise directors’ ‘situational conflicts’ under s 175 of the 2006 Act – subject to conditions.
The new edition also covers the often significant changes made to the original provisions of the 2006 Act by, for example, regulations such as the Companies (Shareholders Rights) Regulations 2009, SI 2009/1632 which, among other reforms, alter the rules governing proxies and corporate representatives, and members’ powers to require a general meeting to be called.
Chapter 26 on local authority meetings has been significantly revised to take account of the impact of the Localism Act 2007, which amongst other things removed the previous standards regime brought in by the Local Government Act 2000 (and then amended by the provisions of the Loca Government and Public Involvement in Health Act 2007). The Localism Act, and the various regulations made under it are dealt with in some details; although the main planks of local government law as set out, in the main, in the Local Government Act 1972, remain unchanged. A new part to this chapter has been included, dealing with meetings of health bodies, especially important in the light of the Health and Social Care Act 2012 and the closer working between health and government.
The chapters on insolvency and meetings have also been updated to take into account new case-law and the amendments to the insolvency regime to permit remote attendance at meetings and the passing of some resolutions by post. Since the last edition, the rate of change in the law and practice of insolvency has continued to be great and the chapters relating to insolvency meetings have been updated considerably to reflect this.
The law is stated as at 1 January 2013
FOREWORD TO THE FIRST EDITION BY THE HONOURABLE MR JUSTICE LIGHTMAN
Vast numbers of people are involved in meetings every day. They are involved in board or members’ meetings of limited companies, meetings of creditors or members of companies in liquidation, meetings of public bodies and meetings of private organisations, such as sports clubs.
What they need is a simple, coherent and universal set of legal rules governing meetings that are: accessible, easy to master, that deal fairly and effectively with the realities of convening, conducting and recording the business at meetings, that take into account the need to give proper notice of the business of the meeting, and fix a location for the meeting that is reasonably accessible, that allow invitees who cannot attend to be represented at the meeting, that enable the meeting to deal swiftly and effectively with the business at hand, taking into account that there may be matters on the agenda that are of great importance to attendees and can become heated, and that make adequate provision for recording decisions, and sometimes discussions leading to them, made at the meeting.
With one or two notable exceptions, that is not what we have. The law that applies to meetings is usually to be found scattered piecemeal (often only with difficulty) in statutes, statutory instruments, custom and case-law and the organisation’s constitution, its policies, procedures and standing orders. There are often gaps in the established law and apparent contradictions in the rules.
The rules applying to one organisation will often differ, and sometimes markedly, from those applying to another, apparently similar organisation – a company secretary within a group of companies, for example, will often find that each subsidiary has a slightly (or even markedly) different constitution, so that there are variations between the rules that apply to meetings of each company within the group.
That’s why this book is timely and valuable. It draws together in one place all the usual or common rules that might apply to the various types of meetings. Where there are options, it discusses the merits of one against another. And it provides authoritative guidance as to the law and practical help to the lawyer, officer, official or member seeking to establish rules from the outset, or rationalise the rules that already apply, so that they cover all the bases, avoid ambiguities and uncertainty, and promote fair, effective despatch of business at meetings.
Coverage includes a section on local authority meetings, taking full account of the fundamental changes introduced by the Local Government Act 2000 to the way local councils conduct business at meetings and make decisions. The implications of the Human Rights Act 1998, the Anti Social Behaviour Act 2003 and the Criminal Justice Act 2003 on public meetings are also considered. One area of the law of meetings also covered in depth in this book relates to electronic communications between companies and their shareholders regarding notices of members’ meetings, proxies and related documents. This work, which incorporates the guidance from the Institute of Chartered Secretaries and Administrators, is manifestly the fruit of much thought and research by those involved day-to-day in the subject matter.
Whatever the involvement with meetings, whatever the nature and activities of the organisation, this book (like no other) provides an authoritative understanding of the law of meetings and the practical means to ensure that meetings are convened and conducted in a manner which is compliant with the
law, fair and likely to lead to a productive outcome. I commend this book to all who are concerned to achieve this goal.
Sir Gavin Lightman,
Royal Court of Justice
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