House of Commons portcullis
House of Commons
Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 25 — Company investigations

333

 

(2)   

In Schedule 22 to the Companies Act 1985 (c. 6) (provisions of that Act

applying to unregistered companies), at the appropriate place insert—

 

“Part 13A

Takeover offers.

In relation to the company

 
   

referred to in section 428(8), to

 
   

apply only if the company has

 

5

   

voting shares (within the

 
   

meaning given by section 430H)

 
   

admitted to trading on a

 
   

regulated market.”.

 

Part 25

10

Company investigations

676     

Powers of Secretary of State to give directions to inspectors

(1)   

In Part 14 of the Companies Act 1985 (investigation of companies and their

affairs), after section 446 insert—

“Powers of Secretary of State to give directions to inspectors

15

446A    

General powers to give directions

(1)   

In exercising his functions an inspector shall comply with any direction

given to him by the Secretary of State under this section.

(2)   

The Secretary of State may give an inspector appointed under section

431, 432(2) or 442(1) a direction—

20

(a)   

as to the subject matter of his investigation (whether by

reference to a specified area of a company’s operation, a

specified transaction, a period of time or otherwise), or

(b)   

which requires the inspector to take or not to take a specified

step in his investigation.

25

(3)   

The Secretary of State may give an inspector appointed under any

provision of this Part a direction requiring him to secure that a specified

report under section 437—

(a)   

includes the inspector’s views on a specified matter,

(b)   

does not include any reference to a specified matter,

30

(c)   

is made in a specified form or manner, or

(d)   

is made by a specified date.

(4)   

A direction under this section—

(a)   

may be given on an inspector’s appointment,

(b)   

may vary or revoke a direction previously given, and

35

(c)   

may be given at the request of an inspector.

(5)   

In this section—

(a)   

a reference to an inspector’s investigation includes any

investigation he undertakes, or could undertake, under section

433(1) (power to investigate affairs of holding company or

40

subsidiary);

 
 

Company Law Reform Bill [HL]
Part 25 — Company investigations

334

 

(b)   

“specified” means specified in a direction under this section.

446B    

Direction to terminate investigation

(1)   

The Secretary of State may direct an inspector to take no further steps

in his investigation.

(2)   

The Secretary of State may give a direction under this section to an

5

inspector appointed under section 432(1) or 442(3) only on the grounds

that it appears to him that—

(a)   

matters have come to light in the course of the inspector’s

investigation which suggest that a criminal offence has been

committed, and

10

(b)   

those matters have been referred to the appropriate prosecuting

authority.

(3)   

Where the Secretary of State gives a direction under this section, any

direction already given to the inspector under section 437(1) to produce

an interim report, and any direction given to him under section 446A(3)

15

in relation to such a report, shall cease to have effect.

(4)   

Where the Secretary of State gives a direction under this section, the

inspector shall not make a final report to the Secretary of State unless—

(a)   

the direction was made on the grounds mentioned in subsection

(2) and the Secretary of State directs the inspector to make a

20

final report to him, or

(b)   

the inspector was appointed under section 432(1) (appointment

in pursuance of order of the court).

(5)   

An inspector shall comply with any direction given to him under this

section.

25

(6)   

In this section, a reference to an inspector’s investigation includes any

investigation he undertakes, or could undertake, under section 433(1)

(power to investigate affairs of holding company or subsidiary).”.

(2)   

In section 431 of that Act (inspectors’ powers during investigation) in

subsection (1) for “report on them in such manner as he may direct” substitute

30

“report the result of their investigations to him”.

(3)   

In section 432 of that Act (other company investigations) in subsection (1) for

“report on them in such manner as he directs” substitute “report the result of

their investigations to him”.

(4)   

In section 437 of that Act (inspectors’ reports)—

35

(a)   

in subsection (1) omit the second sentence, and

(b)   

subsections (1B) and (1C) shall cease to have effect.

(5)   

In section 442 of that Act (power to investigate company ownership), omit

subsection (2).

677     

Resignation, removal and replacement of inspectors

40

After section 446B of the Companies Act 1985 (c. 6) (inserted by section 676

 
 

Company Law Reform Bill [HL]
Part 25 — Company investigations

335

 

above) insert—

“Resignation, removal and replacement of inspectors

446C    

Resignation and revocation of appointment

(1)   

An inspector may resign by notice in writing to the Secretary of State.

(2)   

The Secretary of State may revoke the appointment of an inspector by

5

notice in writing to the inspector.

446D    

Appointment of replacement inspectors

(1)   

Where—

(a)   

an inspector resigns,

(b)   

an inspector’s appointment is revoked, or

10

(c)   

an inspector dies,

   

the Secretary of State may appoint one or more competent inspectors to

continue the investigation.

(2)   

An appointment under subsection (1) shall be treated for the purposes

of this Part (apart from this section) as an appointment under the

15

provision of this Part under which the former inspector was appointed.

(3)   

The Secretary of State must exercise his power under subsection (1) so

as to secure that at least one inspector continues the investigation.

(4)   

Subsection (3) does not apply if—

(a)   

the Secretary of State could give any replacement inspector a

20

direction under section 446B (termination of investigation), and

(b)   

such a direction would (under subsection (4) of that section)

result in a final report not being made.

(5)   

In this section, references to an investigation include any investigation

the former inspector conducted under section 433(1) (power to

25

investigate affairs of holding company or subsidiary).”.

678     

Power to obtain information from former inspectors etc

(1)   

After section 446D of the Companies Act 1985 (c. 6) (inserted by section 677

above) insert—

“Power to obtain information from former inspectors etc

30

446E    

Obtaining information from former inspectors etc

(1)   

This section applies to a person who was appointed as an inspector

under this Part—

(a)   

who has resigned, or

(b)   

whose appointment has been revoked.

35

(2)   

This section also applies to an inspector to whom the Secretary of State

has given a direction under section 446B (termination of investigation).

(3)   

The Secretary of State may direct a person to whom this section applies

to produce documents obtained or generated by that person during the

course of his investigation to—

40

 
 

Company Law Reform Bill [HL]
Part 25 — Company investigations

336

 

(a)   

the Secretary of State, or

(b)   

an inspector appointed under this Part.

(4)   

The power under subsection (3) to require production of a document

includes power, in the case of a document not in hard copy form, to

require the production of a copy of the document—

5

(a)   

in hard copy form, or

(b)   

in a form from which a hard copy can be readily obtained.

(5)   

The Secretary of State may take copies of or extracts from a document

produced in pursuance of this section.

(6)   

The Secretary of State may direct a person to whom this section applies

10

to inform him of any matters that came to that person’s knowledge as

a result of his investigation.

(7)   

A person shall comply with any direction given to him under this

section.

(8)   

In this section—

15

(a)   

references to the investigation of a former inspector or inspector

include any investigation he conducted under section 433(1)

(power to investigate affairs of holding company or subsidiary),

and

(b)   

“document” includes information recorded in any form.”.

20

(2)   

In section 451A of that Act (disclosure of information by Secretary of State or

inspector), in subsection (1)(a) for “446” substitute “446E”.

(3)   

In section 452(1) of that Act (privileged information) for “446” substitute

“446E”.

679     

Power to require production of documents

25

(1)   

In section 434 of the Companies Act 1985 (production of documents and

evidence to inspectors), for subsection (6) substitute—

“(6)   

In this section “document” includes information recorded in any form.

(7)   

The power under this section to require production of a document

includes power, in the case of a document not in hard copy form, to

30

require the production of a copy of the document—

(a)   

in hard copy form, or

(b)   

in a form from which a hard copy can be readily obtained.

(8)   

An inspector may take copies of or extracts from a document produced

in pursuance of this section.”.

35

(2)   

In section 447 of the Companies Act 1985 (power of Secretary of State to require

documents and information), for subsection (9) substitute—

“(9)   

The power under this section to require production of a document

includes power, in the case of a document not in hard copy form, to

require the production of a copy of the document—

40

(a)   

in hard copy form, or

(b)   

in a form from which a hard copy can be readily obtained.”.

 
 

 
previous section contents continue
 
House of Commons home page Houses of Parliament home page House of Lords home page search page enquiries

© Parliamentary copyright 2006
Revised 26 May 2006