Vote Bundle Text (960627-07)

Amendments proposed to the Company Law Reform Bill [Lords] - continued	House of Commons

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Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

296

Clause 399, page 184, line 16, at end add—

'(11) "Future", in relation to a company's "future development", means a period of time over which it is possible for the directors to make fair and reasonable comments.'.

Mr Quentin Davies

356

Clause 453, page 216, line 19, after 'up', insert 'and it must be made clear that this is the case and that the company has not accounted in error.'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

368

*Clause 493, page 237, line 26, after 'name,', insert 'or in the name by which he practices,'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

369

*Clause 495, page 238, line 7, after 'auditor', insert 'or (when the auditor is a sole practitioner) the name by which he practices,'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

370

*Clause 522, page 252, line 10, leave out 'directly or indirectly' and insert 'in any way whatsoever'.

Jim Cousins

269

Clause 525, page 253, line 16, at end insert ', and

'(c)	must not specify a sum of money as a cap or absolute upper limit on the total liability'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

371

*Clause 525, page 253, line 30, leave out 'negative' and insert 'affirmative'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

372

*Clause 528, page 255, line 2, leave out 'negative' and insert 'affirmative'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

348

Clause 531, page 256, line 44, after 'member', insert ', director'.

Margaret Hodge

108

Clause 542, page 261, line 39, leave out 'alters' and insert 'amends'.

Margaret Hodge

109

Clause 564, page 272, line 20, leave out 'alteration' and insert 'amendment'.

Margaret Hodge

110

Clause 565, page 273, line 3, leave out 'alteration' and insert 'amendment'.

Mr Quentin Davies

357

Clause 570, page 275, line 22, leave out 'private'.

Mr Quentin Davies

358

Clause 571, page 276, line 8, leave out 'private'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

349

Clause 574, page 279, line 30, after 'person', insert '(other than the company itself)'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

354

Clause 574, page 279, line 31, after 'subsidiaries', insert 'incorporated in the United Kingdom'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

350

Clause 574, page 279, line 35, after 'person', insert '(other than the company itself)'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

355

Clause 574, page 279, line 39, after 'subsidiaries', insert 'incorporated in the United Kingdom'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

351

Clause 574, page 280, line 18, after 'person', insert '(other than the company itself)'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

352

Clause 574, page 280, line 24, after 'person', insert '(other than the company itself)'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

324

Clause 574, page 280, line 44, at end insert—

'(6) It is not unlawful, by reason only of any rule of law relating to maintenance of capital, for a private company to give financial assistance directly or indirectly for the purpose of an acquisition of shares in its capital or in the capital of its holding company or to give any such financial assistance of the kind referred to in subsection (2) of section 151 where the acquisition in question is an acquisition of shares in the company or its holding company, provided that either—

(a)	the company has net assets which are not thereby reduced and which are not less than the aggregate of its paid up share capital, share premium account and capital redemption reserve (if any), or

(b)	to the extent that the net assets of the company are thereby reduced the assistance is either provided out of distributable profits or is authorised as a reduction of capital in accordance with sections 135 to 139.

(7) In this section "net assets" has the meaning ascribed by section 154(2).'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

325

Clause 575, page 281, line 23, at end insert—

'(3A) In subsection (3), after paragraph (g) insert—

"(h)	the payment of a commission which is permitted by the Companies Acts,

(i)

indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue),

(j)	representations or warranties given by a company in connection with any issue of shares in its capital,

(k)	the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.".'.

Margaret Hodge

111

Clause 576, page 282, line 8, leave out 'alters' and insert 'amends'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

373

*Clause 683, page 339, line 8, leave out subsection (3).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

374

*Clause 683, page 339, line 9, after 'member', insert 'or his relatives or beneficiaries under his will'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

Clause 138, page 61, line 31, leave out from beginning to 'deemed' and insert 'Where a company is entitled by virtue of paragraph 7(2) of Schedule 7 to use electronic communications, the company is then'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

Clause 138, page 61, line 31, leave out subsections (1) to (3) and insert—

'(1) The Secretary of State shall by regulations, make provision to ensure that a nominated person, where he—

(a)	is the beneficial owner of the interest in the company;

(b)	retains the right to transfer or otherwise dispose of the whole or part of that person's beneficial interest in the company;

(c)	has elected to—

(i)	receive documents and information that the member is entitled to receive from the company; and

(ii)	enjoy or exercise all or any specified rights of the member in relation to the company if he so wishes; and

(d)	is entitled to—

(i)	receive all the documents and information that the member is entitled to receive from the company; and

(ii)	enjoy or exercise all other rights of the member in relation to the company.

(2) Those regulations shall apply, in particular, to the rights conferred by—

(a)	in the case of subsection (1)(a)—

(i)	sections 268 and 270 (right to be sent proposed written resolution);

(ii)	section 286 (right to notice of general meetings);

(iii)

section 399 (right to be sent a copy of annual accounts and reports); and

(b)	in the case of subsection (1)(b)—

(i)	section 269 (right to require circulation of written resolution);

(ii)	section 279 (right to require directors to call general meeting);

(iii)

section 290 (right to require circulation of a statement);

(iv)	section 299 (right to appoint proxy to act at meeting);

(v)	section 313 (right to require circulation of resolution for AGM of public company); and

(vi)	all such other rights (not within subsection (1)(a)) as a member would otherwise enjoy (in accordance with any provision of the Companies Acts).

(3) The regulations referred to in subsection (1)—

(a)	shall be made by statutory instrument before 1st May 2008, and

(b)	may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.'.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

Clause 138, page 61, line 31, after 'companies', insert 'whose shares are'.

Mr Quentin Davies

251

Clause 138, page 61, line 31, after 'companies', insert 'whose ordinary shares'.