| Company Law Reform Bill [Lords] - continued | House of Commons |
| back to previous text | |
|
Mr Jonathan Djanogly
282 Clause 399, page 183, line 12, leave out subsection (2) and insert— ‘(2) The purpose of the business review is to inform members of the company and to help them assess how the company has performed.’. David Howarth
177 Clause 399, page 183, line 12, leave out ‘is to inform’ and insert ‘includes informing’. David Howarth
180 Clause 399, page 183, line 12, leave out ‘and help’ and insert ‘, helping’. David Howarth
181 Clause 399, page 183, line 14, at end insert ‘assisting potential investors to decide whether to invest in the company and assisting potential customers to decide whether to purchase the company’s goods or services’. Mr Jonathan Djanogly
283 Clause 399, page 183, line 16, after ‘fair’, insert ‘and reasonable’. David Howarth
178 Clause 399, page 183, line 24, leave out from ‘must’ to ‘include’ in line 26. Mr Jonathan Djanogly
284 Clause 399, page 183, line 25, after ‘for’, insert ‘the members of the company to have’. Mr Jonathan Djanogly
285 Clause 399, page 183, line 28, leave out ‘company’s business’ and insert ‘company’. Mr Jonathan Djanogly
290 Clause 399, page 183, line 35, leave out ‘effectiveness’ and insert ‘success’. David Howarth
179 Clause 399, page 183, line 39, leave out from ‘must’ to ‘include’ in line 40. Mr Jonathan Djanogly
291 Clause 399, page 183, line 39, after ‘for’, insert ‘the members of the company to have’. Mr Jonathan Djanogly
292 Clause 399, page 183, line 40, leave out ‘company’s business’ and insert ‘company’. Mr Jonathan Djanogly
293 Clause 399, page 183, line 41, leave out ‘using’ and insert ‘incorporating’. Margaret Hodge 444 Clause 399, page 184, line 11, leave out ‘company and its subsidiary’. Mr Jonathan Djanogly
295 Clause 399, page 184, line 16, at end add— ‘(11) The directors responsible for preparing the review, whether required by subsection (5) or prepared voluntarily, shall not be liable as a result of— (a) the review not complying with the provisions of this section relating to the preparation and contents of the review; or (b) any statement in the review being true or misleading. (12) Subsection (11) does not apply if the directors who signed the directors’ report in accordance with section 392 knew that the provisions of this section relating to the preparation and contents of the review were not complied with or that any statement in the review was untrue or misleading. (13) Nothing in this section shall impose upon any person responsible for preparing the business review a duty to update any statement which has been included in the review.’. Mr Jonathan Djanogly
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.’. Margaret Hodge 445 Clause 419, page 194, line 43, leave out from ‘for’ to ‘relating’ in line 44 and insert ‘a group headed by the company’. Margaret Hodge 446 Clause 419, page 194, line 46, at end insert— ‘(3A) In subsection (3)(b) “a group headed by the company” means a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company.’. Margaret Hodge 447 Clause 429, page 200, line 16, at end add— ‘( ) This section does not apply to companies within section 428 (filing obligations of companies subject to the small companies regime).’. Margaret Hodge 448 Clause 445, page 210, line 17, leave out from ‘the’ to end of line 23 and insert ‘following exceptions’. Margaret Hodge 449 Clause 445, page 211, line 36, at end add— ‘( ) Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998.’. Margaret Hodge 450 Clause 449, page 213, line 6, leave out subsections (1) and (2) and insert— ‘(1) A company qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year. (2) A company qualifies as medium-sized in relation to a subsequent financial year— (a) if the qualifying conditions are met in that year and the preceding financial year; (b) if the qualifying conditions are met in that year and the company qualified as medium-sized in relation to the preceding financial year; (c) if the qualifying conditions were met in the preceding financial year and the company qualified as medium-sized in relation to that year.’. Margaret Hodge 451 Clause 450, page 214, line 4, leave out subsections (2) and (3) and insert— ‘(2) A group qualifies as medium-sized in relation to the parent company’s first financial year if the qualifying conditions are met in that year. (3) A group qualifies as medium-sized in relation to a subsequent financial year of the parent company— (a) if the qualifying conditions are met in that year and the preceding financial year; (b) if the qualifying conditions are met in that year and the group qualified as medium-sized in relation to the preceding financial year; (c) if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.’. 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
368 Clause 493, page 237, line 26, after ‘name,’, insert ‘or in the name by which he practises,’. Mr Jonathan Djanogly
369 Clause 495, page 238, line 7, after ‘auditor’, insert ‘or (when the auditor is a sole practitioner) the name by which he practises,’. Mr Jonathan Djanogly
362 Clause 497, page 239, line 3, leave out ‘knowingly or recklessly’ and insert ‘dishonestly or fraudulently’. Mr Jonathan Djanogly
363 Clause 497, page 239, line 5, leave out ‘misleading,’. Mr Jonathan Djanogly
364 Clause 497, page 239, line 7, leave out ‘knowingly or recklessly’ and insert ‘dishonestly or fraudulently’. Mr Jonathan Djanogly
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
371 Clause 525, page 253, line 30, leave out ‘negative’ and insert ‘affirmative’. Mr Jonathan Djanogly
372 Clause 528, page 255, line 2, leave out ‘negative’ and insert ‘affirmative’. Margaret Hodge 452 Clause 648, page 318, line 13, leave out ‘has been authorised by the Panel and’. Mr Jonathan Djanogly
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
349 Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
354 Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’. Mr Jonathan Djanogly
350 Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
355 Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’. Mr Jonathan Djanogly
351 Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
352 Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
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
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
431 Clause 577, page 283, leave out lines 25 and 26. Mr Jonathan Djanogly
432 Clause 577, page 283, line 26, at end insert— ‘(3) Where a limited company purchases its own shares, the shares may be paid for in cash or non-cash consideration.’. Mr Jonathan Djanogly
455 Clause 586, page 291, line 26, at end add— ‘(8) Where a company proposes to redenominate its share capital or any class of its share capital into another currency pursuant to this section it may by the same resolution convert any share premium account, capital redemption reserve or redenomination reserve into the same currency at the same time and at the same rate of exchange.’. Mr Jonathan Djanogly
373 Clause 683, page 339, line 8, leave out subsection (3). Mr Jonathan Djanogly
374 Clause 683, page 339, line 9, at end insert ‘, or by his relatives or beneficiaries under his will’. Mr Jonathan Djanogly
71 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
74 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
68 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 are’. Mr Jonathan Djanogly
69 Clause 138, page 61, line 34, leave out paragraphs (a) and (b) and insert— ‘(a) receive all the documents and information that the member is entitled to receive from the company; and (b) enjoy or exercise all other rights of the member in relation to the company’. Mr Jonathan Djanogly
70 Clause 138, page 62, line 3, leave out subsection (3) and insert— ‘(3) This applies, 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); (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 of 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).’. Mr Quentin Davies 250 Clause 138, page 62, line 3, after ‘rights’, insert ‘to attend a general meeting and to vote at it, and’. Mr Jonathan Djanogly
72 Clause 138, page 62, line 19, at end add— ‘(5) For the purposes of section 138 of this Act, the nominated person shall include only those individuals, or their representatives, where: (a) the nominated person is the beneficial owner of the interest in the company; (b) the nominated person retains the right to transfer or otherwise dispose of the whole or part of that person’s beneficial interest in the company; and (c) the nominated person has elected to (i) receive documents and information that the member is entitled to receive from the company; and (ii) be able to enjoy or exercise all or any specified rights of the member in relation to the company if he so wishes.’. |
| |
| © Parliamentary copyright 2006 | Prepared: 4 July 2006 |