|
| | |
| |
| | |
| |
| | |
| | |
| | |
| | Company Law Reform Bill [Lords]
|
|
| | [Twentieth and Twenty-first sittingS]
|
|
| | |
| | | |
| | Page 260, line 6, leave out Clauses 540 to 555. |
|
| | | Clauses 540 and 541 Disagreed to. |
|
| | |
| | |
| | | |
| | Clause 542 , page 261, line 39, leave out ‘alters’ and insert ‘amends’. |
|
| | | |
| | | Clauses 543 to 553 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 554, page 267, line 3, leave out ‘conditions are’ and insert ‘condition is’. |
|
| | |
| | |
| | |
| | | |
| | Clause 554, page 267, line 8, leave out ‘conditions are’ and insert ‘condition is |
|
| | |
|
| |
| | |
| | |
| |
| | |
| | |
| | |
| | | |
| | Clause 554, page 267, line 10, leave out paragraph (b). |
|
| | |
| | |
| | |
| | | |
| | Clause 554, page 267, line 12, at end insert ‘or |
|
| | | (iii) | the amount or rate approved by members,’. |
|
| | |
| | |
| | |
| | | |
| | Clause 554, page 267, line 13, leave out ‘less’ and insert ‘least’. |
|
| | | |
| | | |
| | |
| | |
| | | |
| | Page 268, line 4, leave out Clauses 556 to 592. |
|
| | | Clauses 556 and 557 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 558, page 268, line 37, after ‘capital’, insert ‘or convert shares into shares |
|
| | of a different class provided this does not constitute any variation of rights attached to the |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 558, page 269, line 27, at end add— |
|
| | | ‘(6) | Any conversion of rights pursuant to subsection (3)(a) shall not constitute a |
|
| | | variation of the rights attached to the shares in question and rights attached to |
|
| | | such shares will only be varied in accordance with sections 125 and 125A of the |
|
| | | Companies Act 1985 (c. 6).’. |
|
|
| |
| | |
| | |
| |
| | | |
| | | |
| | |
| | |
| | |
| | |
| | | |
| | Clause 560, page 270, line 14, after ‘up’, insert ‘or treated as paid up’. |
|
| | | |
| | | Clauses 561 to 563 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 564, page 272, line 12, at end insert ‘and any other restrictions, whether |
|
| | more or less onerous than the restrictions set out in this section, on the variation of rights.’. |
|
| | |
| | | |
| | Clause 564 , page 272, line 20, leave out ‘alteration’ and insert ‘amendment’. |
|
| | |
| | |
| | |
| | | |
| | Clause 564, page 272, line 27, at end add— |
|
| | | ‘(7) | Nothing in this section affects a company’s power to vary the rights attaching to |
|
| | | shares under section 125(2) of the Companies Act 1985 (c. 6) where the company |
|
| | | has already obtained the requisite consent under section 125(2)(a) or convened |
|
| | | the general meeting under section 125(2)(b).’. |
|
| | | |
| | |
| | |
| | |
| | |
| | | |
| | Clause 565, page 272, line 38, at end insert ‘and to any other restrictions, whether |
|
| | more or less onerous than the restriction specified in this section, on the variation of the |
|
| | |
|
| |
| | |
| | |
| |
| | |
| | | |
| | Clause 565 , page 273, line 3, leave out ‘alteration’ and insert ‘amendment’. |
|
| | | |
| | | Clauses 566 to 569 Disagreed to. |
|
| | |
| | |
| | | |
| | Clause 570, page 275, line 22, leave out ‘private’. |
|
| | | |
| | |
| | |
| | | |
| | Clause 571, page 276, line 8, leave out ‘private’. |
|
| | | |
| | | Clauses 572 and 573 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company |
|
| | |
|
| |
| | |
| | |
| |
| | |
| | |
| | |
| | | |
| | Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 574, page 280, leave out lines 6 to 15. |
|
| | |
| | |
| | |
| | | |
| | Clause 574, page 280, line 11, leave out ‘twelve’ and insert ‘six’. |
|
| | |
| | |
| | |
| | | |
| | Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company |
|
| | |
| | |
| | |
| | |
| | | |
| | 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).’. |
|
|
| |
| | |
| | |
| |
| | | |
| | |
| | |
| | |
| | |
| | | |
| | 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 |
|
| | | |
| | | (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 |
|
| | | |
| | | (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.”.’. |
|
| | | |
| | |
| | |
| | | |
| | Clause 576, page 282, line 8, leave out ‘alters’ and insert ‘amends’. |
|
| | | |
| | |
| | |
| | |
| | |
| | | |
| | Clause 577, page 283, leave out lines 25 and 26. |
|
| | |
| | |
| | |
| | | |
| | 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.’. |
|
|
| |
| | |
| | |
| |
| | | |
| | | Clauses 578 and 579 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 580, page 286, line 15, leave out ‘private’. |
|
| | | |
| | | Clauses 581 to 583 Disagreed to. |
|
| | |
| | |
| | |
| | |
| | | |
| | Clause 584, page 289, line 17, at end add— |
|
| | | ‘( ) | Leave out subsection 185(5) of that Act (failure to prepare share certificates, etc.) |
|
| | | |
| | | “(5) | If default is made in complying with subsection (1), an offence is |
|
| | | committed by every officer of the company who is in default. |
|
| | | (5A) | A person guilty of an offence under this section is liable on summary |
|
| | | conviction to a fine not exceeding level 3 on the standard scale, and, on |
|
| | | continued contravention, a daily default fine not exceeding one-tenth of |
|
| | | level 3 on the standard scale.”.’. |
|
| | | |
| | | |
| | |
| | |
| | |
| | |
| | | |
| | 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 |
|
| | | |
|
