sc1900607.313-319

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.
313

House of Commons

Thursday 6th July 2006

Standing Committee Proceedings

Standing Committee D

Company Law Reform Bill [Lords]

[TWELFTH AND THIRTEENTH sittingS]

Clauses 858 to 871 Agreed to.

Schedule 12 Agreed to.

Clauses 872 to 880 Agreed to.

Margaret Hodge

Agreed to  268

Clause  881,  page  428,  line  33,  leave out subsection (3).

Clause, as amended, Agreed to.

Schedule 13 Agreed to.

Clauses 882 to 893 Agreed to.

Schedule 14 Agreed to.

Clause 894 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  422

Clause  895,  page  438,  line  28,  leave out from ‘information” ’ to end of line 30 and

insert ‘means information relating to the proportion of voting rights held by a person in

respect of voting shares.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  430

Clause  895,  page  439,  line  43,  leave out ‘a person’ and insert ‘the issuer’.

S.C.D.    Standing Committee Proceedings: 6th July 2006
314

Company Law Reform Bill–[ [], continued

Margaret Hodge

Agreed to  415

Clause  895,  page  441,  line  5,  at end add—

‘(2)
The effectiveness for the purposes of section 155 of the Financial Services and

Markets Act 2000 (consultation on proposed rules) of things done by the

Financial Services Authority before this section comes into force with a view to

making transparency rules (as defined in the provisions to be inserted in that Act

by subsection (1) above) is not affected by the fact that those provisions were not

then in force.’.

Clause, as amended, Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  326

Clause  896,  page  442,  line  10,  at end insert ‘, provided that a relevant person may

not be required to disclose any information or document in respect of which a claim to

legal professional privilege (in Scotland, to confidentiality of communications) could be

maintained in legal proceedings.’.

Clause Agreed to.

Clauses 897 and 898 Agreed to.

Margaret Hodge

Agreed to  416

Clause  899,  page  446,  line  29,  leave out from ‘of’ to ‘and’ in line 30 and insert ‘loss

suffered as a result of reliance by any person on—

(i)
an untrue or misleading statement in a publication to which this

section applies, or

(ii)
the omission from any such publication of any matter required to

be included in it,’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  208

Clause  899,  page  447,  line  8,  at end add—

‘(9)
The provisions of this section shall also extend to—

(a)
preliminary statements of results and other announcements to the market

by listed companies permitted or required by the Disclosure Rules and

the Transparency Rules,

(b)
companies with securities quoted on the Alternative Investment Market

(AIM), and

(c)
companies admitted to trading on an EEA regulated market in situations

when UK law is the applicable law.’.

S.C.D.    Standing Committee Proceedings: 6th July 2006
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Company Law Reform Bill–[ [], continued

Clause, as amended, Agreed to.

Clauses 900 and 901 Agreed to.

Schedule 15 Agreed to.

Clauses 902 to 905 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  457

Clause  906,  page  451,  line  21,  after ‘Kingdom’, insert ‘or, if such proceedings

relate only to intellectual property rights, in any jurisdiction.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  418

Clause  906,  page  452,  line  1,  leave out ‘annulment in pursuance of a resolution of

either’ and insert ‘affirmative resolution of each’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  419

Clause  906,  page  452,  line  2,  at end insert ‘and after prior public consultation on

the terms of a draft statutory instrument’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  456

Clause  906,  page  452,  line  5,  at end add—

‘(6)
A public authority must not make a disclosure under this section unless it is

satisfied that the making of the disclosure is proportionate to what is sought to be

achieved by it.’.

Clause Agreed to.

Clauses 907 to 919, 921 and 922 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Agreed to on division  44

Clause  923,  page  457,  line  33,  leave out ‘Company Law Reform’ and insert

‘Companies’.

S.C.D.    Standing Committee Proceedings: 6th July 2006
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Company Law Reform Bill–[ [], continued

Clause, as amended, Agreed to.

Clause 924 Agreed to.

Margaret Hodge

Agreed to  482

Clause  925,  page  458,  line  14,  leave out subsection (3).

Clause, as amended, Agreed to.

Clause 139 Agreed to.

Jim Cousins

Not selected  298

Clause  140,  page  62,  line  29,  at end insert ‘and domiciled in the United Kingdom’.

Jim Cousins

Not selected  299

Clause  140,  page  62,  line  30,  leave out subsection (2) and insert—

‘(2)
A body corporate cannot hold the office of director.’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  265

Clause  141,  page  63,  line  6,  at end insert ‘save where the Secretary of State has

reasonable grounds for suspecting that the company is carrying on criminal activity in

which event the period may be less than one month, as circumstances require.’.

Clause Agreed to.

Ordered,

   That—

(1)
during remaining proceedings on the Company Law Reform Bill [Lords] the

Standing Committee shall meet—

(a)
at 10.30 a.m. and 4.30 p.m. on Tuesday 11th July;

(b)
at 9.00 a.m. and 1.00 p.m. on Thursday 13th July;

(c)
at 10.30 a.m. and 4.30 p.m. on Tuesday 18th July;

(d)
at 9.00 a.m. and 12.30 p.m. on Thursday 20th July;

S.C.D.    Standing Committee Proceedings: 6th July 2006
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Company Law Reform Bill–[ [], continued

(2)
the proceedings shall (so far as not previously concluded) be brought to a

conclusion at 2.00 p.m. on Thursday 20th July.—(Margaret Hodge.)

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  148

Clause  142,  page  63,  line  38,  leave out subsection (5).

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  149

Clause  143,  page  64,  leave out lines 12 and 13.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Negatived on division  150

Clause  144,  page  64,  line  28,  at end insert ‘unless, before section 142 comes into

force, the company has appointed a natural person over the age of 16 to be a further

director.’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  151

Clause  145,  page  64,  line  37,  leave out from first ‘made’ to end of line 38.

Margaret Hodge

Agreed to  104

Clause  145 ,  page  65,  line  4,  leave out ‘altering’ and insert ‘amending’.

Clause, as amended, Agreed to.

S.C.D.    Standing Committee Proceedings: 6th July 2006
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Company Law Reform Bill–[ [], continued

Clause 146 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Agreed to  270

Clause  147,  page  65,  line  18,  leave out ‘to’ and insert ‘, 149 and’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  425

Clause  147    ,  page  65,  line  20,  at end insert ‘, or the place where its register of

members is kept available for inspection, or its principal place of business (if that is

situated in the part of the United Kingdom in which the company is registered).’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  459

Clause  147,  page  65,  line  20,  at end insert ‘, or the place where its register of

members is kept available for inspection (if not at its registered office), or its principal

place of business (if that is situated in the part of the United Kingdom in which the

company is registered).’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  152

Clause  147,  page  65,  line  33,  at end add—

‘(7)
An alternate director is not to be treated as a director for the purposes of—

(a)
sections 147 to 149 (register of directors),

(b)
section 150 (register of directors’ residential addresses), and

(c)
section 152 (duty to notify registrar of changes),


if he is so appointed for less than 1 month.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  367

Clause  147,  page  65,  line  33,  at end add—

‘(7)
An alternate director is to be treated as a director for the purposes of—

(a)
sections 147 to 149 (register of directors),

(b)
section 150 (register of directors’ residential addresses), and

(c)
section 152 (duty to notify registrar of changes),


if he is so appointed for more than 1 month.’.

Clause, as amended, Agreed to.

S.C.D.    Standing Committee Proceedings: 6th July 2006
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Company Law Reform Bill–[ [], continued

Clauses 148 and 149 Agreed to.

Margaret Hodge

Agreed to  365

Clause  150,  page  67,  line  3,  leave out subsection (3) and insert—

‘(3)
If a director’s usual residential address is the same as his service address (as stated

in the company’s register of directors), the register of directors’ residential

addresses need only contain an entry to that effect.


This does not apply if his service address is stated to be “The company’s

registered office”.’.

Clause, as amended, Agreed to.

Clauses 148 and 149 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  153

Clause  152,  page  67,  line  32,  leave out ‘Notice’ and insert ‘Notices’.

Margaret Hodge

Agreed to  366

Clause  152,  page  67,  line  37,  leave out subsection (3) and insert—

‘(3)
Where—

(a)
a company gives notice of a change of a director’s service address as

stated in the company’s register of directors, and

(b)
the notice is not accompanied by notice of any resulting change in the

particulars contained in the company’s register of directors’ residential

addresses,


the notice must be accompanied by a statement that no such change is required.’.

Clause, as amended, Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  157

Clause  153,  page  68,  leave out line 7.

Clause Agreed to.