House of Commons Amendments

Session 2014 - 15
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Other Bills before Parliament

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9    (1)
Schedule A1 (moratorium where directors propose voluntary arrangement) is

amended as follows.

      (2)
For paragraph 6(2)(c) substitute—

“(c)
the proposed voluntary arrangement should be considered

by a meeting of the company and by the company’s

creditors.”

      (3)
For paragraph 7(1)(e)(iii) substitute—

“(iii)
the proposed voluntary arrangement should be

considered by a meeting of the company and by the

company’s creditors.”

      (4)
For paragraph 8(2) to (4) substitute—

    “(2)
A moratorium ends with the later of—

(a)
the day on which the company meeting summoned under

paragraph 29 is first held, and

(b)
the day on which the company’s creditors decide whether

to approve the proposed voluntary arrangement,


unless it is extended under paragraph 32; but this is subject to the

rest of this paragraph.

      (3)
In this paragraph the “initial period” means the period of 28 days

beginning with the day on which the moratorium comes into force.

    (3A)
If the company meeting has not first met before the end of the initial

period the moratorium ends at the end of that period, unless before

the end of that period it is extended under paragraph 32.

    (3B)
If the company’s creditors have not decided whether to approve the

proposed voluntary arrangement before the end of the initial period

the moratorium ends at the end of that period, unless before the end

of that period—

(a)
the moratorium is extended under paragraph 32, or

(b)
a meeting of the company’s creditors is summoned in

accordance with section 246ZE.

    (3C)
Where sub-paragraph (3B)(b) applies, the moratorium ends with

the day on which the meeting of the company’s creditors is first

held, unless it is extended under paragraph 32.

      (4)
The moratorium ends at the end of the initial period if the nominee

has not before the end of that period—

(a)
summoned a meeting of the company, and

(b)
sought a decision from the company’s creditors,


as required by paragraph 29(1).”

      (5)
For paragraph 8(6)(c) substitute—

“(c)
a decision of one or both of—

(i)
the meeting of the company summoned under

paragraph 29, or

(ii)
the company’s creditors.”

      (6)
For the heading before paragraph 29 substitute “Duty to summon company

meeting and seek creditors’ decision”.

      (7)
In paragraph 29(1), for the words from “shall” to the end substitute “shall—

(a)
summon a meeting of the company to consider the

proposed voluntary arrangement for such a time, date

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(within the period of time for the time being specified in

paragraph 8(3)) and place as he thinks fit, and

(b)
seek a decision from the company’s creditors as to whether

they approve the proposed voluntary arrangement.”

      (8)
For paragraph 29(2) substitute—

    “(2)
The decision of the company’s creditors is to be made by a

qualifying decision procedure.

      (3)
Notice of the qualifying decision procedure must be given to every

creditor of the company of whose claim the nominee is aware.”

      (9)
In the heading before paragraph 30, for “meetings” substitute “company

meeting and qualifying decision procedure”.

    (10)
In paragraph 30(1) for “meetings summoned under paragraph 29” substitute

“company meeting summoned under paragraph 29 and the qualifying decision

procedure instigated under that paragraph”.

    (11)
In paragraph 30(2) for “A meeting so summoned” substitute “The company

meeting summoned under paragraph 29”.

    (12)
In paragraph 30(3) for “either” substitute “the company”.

    (13)
After paragraph 30(3) insert—

    “(4)
After the company’s creditors have decided whether to approve the

proposed voluntary arrangement the nominee must—

(a)
report the decision to the court, and

(b)
immediately after reporting to the court, give notice of the

decision to such persons as may be prescribed.”

    (14)
For paragraph 31(1) substitute—

    “(1)
This paragraph applies where under paragraph 29—

(a)
a meeting of the company is summoned to consider the

proposed voluntary arrangement, and

(b)
the nominee seeks a decision from the company’s creditors

as to whether they approve the proposed voluntary

arrangement.

    (1A)
The company and its creditors may approve the proposed voluntary

arrangement with or without modifications.”

    (15)
In paragraph 31(4) for “A meeting summoned under paragraph 29 shall not”

substitute “Neither the company nor its creditors may”.

    (16)
In paragraph 31(5) for “a meeting so summoned shall not” substitute “neither

the company nor its creditors may”.

    (17)
In paragraph 31(6) for “The meeting may approve such a proposal or

modification” substitute “Such a proposal or modification may be approved”.

    (18)
In paragraph 31(7)—

(a)
for the words from “period” to “held” substitute “relevant period”;

(b)
for “those meetings” substitute “the company and its creditors”.

    (19)
In paragraph 31, after sub-paragraph (7) insert—

  “(7A)
The “relevant period” is—

(a)
in relation to the company, the period of seven days ending

with the company meeting summoned under paragraph 29

being held;

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(b)
in relation to the company’s creditors, the period of 14 days

ending with the end of the period mentioned in paragraph

8(3).

    (7B)
Where under sub-paragraph (7) the nominee is given notice of

proposed modifications, the nominee must seek a decision from the

company’s creditors (using a qualifying decision procedure) as to

whether the proposed voluntary arrangement should be approved

with those modifications.”

    (20)
In paragraph 32(1), after “a” insert “company”.

    (21)
In paragraph 32, after sub-paragraph (1) insert—

  “(1A)
Subject to sub-paragraph (2) the company’s creditors may, by a

qualifying decision procedure, decide to extend (or further extend)

the moratorium, with or without conditions.”

    (22)
For paragraph 32(2) substitute—

    “(2)
The moratorium may not be extended (or further extended) to a day

later than the end of the period of two months beginning with the

day after the last day of the period mentioned in paragraph 8(3).”

    (23)
In paragraph 32(3)—

(a)
for “At any meeting where” substitute “Where”;

(b)
after “the meeting” insert “of the company or (as the case may be)

inform the company’s creditors”.

    (24)
In paragraph 32(4)—

(a)
after “a meeting” insert “of the company or informs the company’s

creditors,”;

(b)
after “resolve” insert “, or (as the case may be) the creditors by a

qualifying decision procedure shall decide,”.

    (25)
In paragraph 32(6) for “may resolve” substitute “of the company may resolve,

and the creditors by a qualifying decision procedure may decide,”.

    (26)
In paragraph 33(3) for “At any meeting where” substitute “Where”.

    (27)
In paragraph 35, for sub-paragraphs (1) and (2) substitute—

    “(1)
This paragraph applies where in accordance with paragraph 32 a

meeting of the company resolves, or the company’s creditors

decide, that the moratorium be extended (or further extended).

    (1A)
The meeting may resolve, and the company’s creditors may by a

qualifying decision procedure decide, that a committee be

established to exercise the functions conferred on it by the meeting

or (as the case may be) by the company’s creditors.

      (2)
The meeting may resolve that such a committee be established only

if—

(a)
the nominee consents, and

(b)
the meeting approves an estimate of the expenses to be

incurred by the committee in the exercise of the proposed

functions.

    (2A)
A decision of the company’s creditors that such a committee be

established has effect only if—

(a)
the nominee consents, and

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(b)
the creditors by a qualifying decision procedure approve an

estimate of the expenses to be incurred by the committee in

the exercise of the proposed functions.”

    (28)
In paragraph 36(2)—

(a)
in paragraph (a) for “both meetings summoned under paragraph 29”

substitute “the meeting of the company summoned under paragraph 29

and by the company’s creditors”;

(b)
in paragraph (b) for “creditors’ meeting summoned under that

paragraph” substitute “company’s creditors”.

    (29)
In paragraph 36(3), (4)(a) and (5)(a) for “creditors’ meeting” substitute

“company’s creditors”.

    (30)
In paragraph 37(2)—

(a)
in paragraph (a) for “creditors’ meeting” substitute “time the creditors

decided to approve the voluntary arrangement”;

(b)
in paragraph (b)(i) for the words from “at that” to “it)” substitute “in

the qualifying decision procedure by which the creditors’ decision to

approve the voluntary arrangement was made”.

    (31)
In paragraph 37(5)(a)—

(a)
omit “of the meetings”;

(b)
after “30(3)” insert “and (4)”.

    (32)
In paragraph 38(1)—

(a)
in paragraph (a) for the words from “approved” to “effect” substitute

“which has taken effect under paragraph 37”;

(b)
in paragraph (b) for “either of those meetings” substitute “the meeting

of the company summoned under paragraph 29, or in relation to the

relevant qualifying decision procedure”.

    (33)
After paragraph 38(1) insert—

  “(1A)
In this paragraph—

(a)
the “relevant qualifying decision procedure” means the

qualifying decision procedure in which the creditors

decided whether to approve the voluntary arrangement;

(b)
references to a decision made in the relevant qualifying

decision procedure include any other decision made in that

qualifying decision procedure.”

    (34)
In paragraph 38(2)—

(a)
in paragraph (a) for “either of the meetings” substitute “the meeting of

the company or in the relevant qualifying decision procedure”;

(b)
in paragraph (b) for “at the creditors’ meeting” substitute “in the

relevant qualifying decision procedure”.

    (35)
In paragraph 38(3)(a) after “30(3)” insert “and (4)”.

    (36)
In paragraph 38(3)(b)—

(a)
for “creditors’ meeting” substitute “relevant qualifying decision

procedure”;

(b)
for “the meeting” substitute “the relevant qualifying decision

procedure”.

    (37)
In paragraph 38(4)(a)(ii) for “in question” substitute “of the company, or in the

relevant qualifying decision procedure,”.

    (38)
In paragraph 38(4)(b)—

(a)
for “further meetings” substitute “a further company meeting”;

(b)
after “(1)(b)” insert “and relating to the company meeting”;

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(c)
omit “or (as the case may be) creditors’”.

    (39)
In paragraph 38(4), after paragraph (b) insert—

“(c)
direct any person—

(i)
to seek a decision from the company’s creditors

(using a qualifying decision procedure) as to whether

they approve any revised proposal for a voluntary

arrangement which the directors may make, or

(ii)
in a case falling within sub-paragraph (1)(b) and

relating to the relevant qualifying decision procedure,

to seek a decision from the company’s creditors

(using a qualifying decision procedure) as to whether

they approve the original proposal.”

    (40)
In paragraph 38(5), after “(4)(b)(i)” insert “or (c)(i)”.

    (41)
In paragraph 38(6) and (7)(a), after “(4)(b)” insert “or (c)”.

    (42)
In paragraph 38(9)—

(a)
the words from “a decision” to the end become paragraph (a);

(b)
in that paragraph (a), after “at a” insert “company”;

(c)
after that paragraph (a) insert “, and

(b)
a decision of the company’s creditors made in the

relevant qualifying decision procedure is not

invalidated by any irregularity in relation to the

relevant qualifying decision procedure.”

    (43)
In paragraph 39(1) for the words from “approved” to the end substitute “has

taken effect under paragraph 37.”

    (44)
In paragraph 40(5)—

(a)
in paragraph (c), omit “creditors or”;

(b)
after paragraph (c) insert—

“(ca)
require a decision of the company’s creditors to be

sought (using a qualifying decision procedure) on

such matters as the court may direct,”.

    (45)
For paragraph 44(8) substitute—

    “(8)
The appropriate regulator must be given notice of any qualifying

decision procedure by which a decision of the company’s creditors

is sought for the purposes of this Schedule.

    (8A)
The appropriate regulator, or a person appointed by the appropriate

regulator, may in the way provided for by the rules participate in

(but not vote in) any qualifying decision procedure by which a

decision of the company’s creditors is sought for the purposes of

this Schedule.”

    (46)
Omit paragraph 44(9)(a).

    (47)
In paragraph 44(17A)(b) for “sub-paragraph” substitute “sub-paragraphs (8A)

and”.

Administration

10  (1)
Schedule B1 (administration) is amended as follows.

      (2)
In paragraph 49(4)(b), after “company” insert “, other than an opted-out

creditor,”.

      (3)
Omit paragraph 50 and the heading before it.

      (4)
For the heading before paragraph 51 substitute “Consideration of

administrator’s proposals by creditors”.

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      (5)
In paragraph 51, for sub-paragraphs (1) to (3) substitute—

    “(1)
The administrator must seek a decision from the company’s

creditors as to whether they approve the proposals set out in the

statement made under paragraph 49(1).

      (2)
The initial decision date for that decision must be within the period

of 10 weeks beginning with the day on which the company enters

administration.

      (3)
The “initial decision date” for that decision—

(a)
if the decision is initially sought using the deemed consent

procedure, is the date on which a decision will be made if

the creditors by that procedure approve the proposals, and

(b)
if the decision is initially sought using a qualifying decision

procedure, is the date on or before which a decision will be

made if it is made by that qualifying decision procedure

(assuming that date does not change after the procedure is

instigated).”

      (6)
In paragraph 52(2), for the words from “summon” to “requested” substitute

“seek a decision from the company’s creditors as to whether they approve the

proposals set out in the statement made under paragraph 49(1) if requested to

do so”.

      (7)
For paragraph 52(3) substitute—

    “(3)
Where a decision is sought by virtue of sub-paragraph (2) the initial

decision date (as defined in paragraph 51(3)) must be within the

prescribed period.”

      (8)
For the heading before paragraph 53 substitute “Creditors’ decision”.

      (9)
In paragraph 53, for sub-paragraph (1) substitute—

    “(1)
The company’s creditors may approve the administrator’s

proposals—

(a)
without modification, or

(b)
with modification to which the administrator consents.”

    (10)
In paragraph 53(2)—

(a)
for “After the conclusion of an initial creditors’ meeting the”

substitute “The”;

(b)
after “taken” insert “by the company’s creditors”.

    (11)
In paragraph 54(1)(a) for “at an initial creditors’ meeting” substitute “by the

company’s creditors”.

    (12)
Omit paragraph 54(2)(a).

    (13)
In paragraph 54(2)(b)—

(a)
omit “with the notice of the meeting sent”;

(b)
after “creditor” insert “who is not an opted-out creditor”.

    (14)
For paragraph 54(2)(d) substitute—

“(d)
seek a decision from the company’s creditors as to whether

they approve the proposed revision.”

    (15)
For paragraph 54(5) substitute—

    “(5)
The company’s creditors may approve the proposed revision—

(a)
without modification, or

(b)
with modification to which the administrator consents.”

    (16)
In paragraph 54(6)—

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(a)
for “After the conclusion of a creditors’ meeting the” substitute “The”;

(b)
after “taken” insert “by the company’s creditors”.

    (17)
For paragraph 55(1) substitute—

    “(1)
This paragraph applies where an administrator—

(a)
reports to the court under paragraph 53 that a company’s

creditors have failed to approve the administrator’s

proposals, or

(b)
reports to the court under paragraph 54 that a company’s

creditors have failed to approve a revision of the

administrator’s proposals.”

    (18)
In the heading before paragraph 56, for “meetings” substitute “decisions”.

    (19)
In paragraph 56(1), for “summon a creditors’ meeting”—

(a)
in the first place, substitute “seek a decision from the company’s

creditors on a matter”;

(b)
in the second place, substitute “do so”.

    (20)
In paragraph 56(2), for “summon a creditors’ meeting” substitute “seek a

decision from the company’s creditors on a matter”.

    (21)
In paragraph 57(1), for “A creditors’ meeting may” substitute “The company’s

creditors may, in accordance with the rules,”.

    (22)
Omit paragraph 58 and the heading before it.

    (23)
In paragraph 62, for the words from “may” to the end substitute “may—

(a)
call a meeting of members of the company;

(b)
seek a decision on any matter from the company’s

creditors.”

    (24)
For paragraph 74(4)(c) substitute—

“(c)
require a decision of the company’s creditors to be sought

on a matter;”.

    (25)
For paragraph 78(1)(b) substitute—

“(b)
if the company has unsecured debts, the unsecured

creditors of the company.”

    (26)
For paragraph 78(2)(b)(ii) substitute—

“(ii)
the preferential creditors of the company.”

    (27)
After paragraph 78(2) insert—

  “(2A)
Whether the company’s unsecured creditors or preferential

creditors consent is to be determined by the administrator seeking a

decision from those creditors as to whether they consent.”

    (28)
Omit paragraph 78(3).

    (29)
In paragraph 79(2)(c) for “a creditors’ meeting requires him to” substitute “the

company’s creditors decide that he must”.

    (30)
In paragraph 80(4) after “company” insert “, other than an opted-out creditor,”.

    (31)
In paragraph 83(5)(b) after “creditor” insert “, other than an opted-out

creditor,”.

    (32)
In paragraph 84(5)(b) after “creditor” insert “, other than an opted-out

creditor,”.

    (33)
In the heading before paragraph 97, for “meeting” substitute “decision”.

    (34)
For paragraph 97(2) and (3) substitute—

    “(2)
The administrator may be replaced by a decision of the creditors

made by a qualifying decision procedure.



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