moved Amendments Nos. 54 to 60:"After Clause 591, insert the following new clause—" ““PART 19A DEBENTURES REGISTER OF DEBENTURE HOLDERS (1)   Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a)   at the company’s registered office, or (b)   at another place in the part of the...

moved Amendments Nos. 54 to 60:"After Clause 591, insert the following new clause—" ““PART 19A DEBENTURES REGISTER OF DEBENTURE HOLDERS (1)   Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a)   at the company’s registered office, or (b)   at another place in the part of the...

My Lords, as the Minister will realise, that is a disappointing response after the evidence that we have given him. I am extremely grateful to the noble Lord, Lord Razzall, for his support. Trying to talk about clients is confusing the issue, because Clause 876(9) states,"““The regulations may require the information to be...

My Lords, as the Minister will realise, that is a disappointing response after the evidence that we have given him. I am extremely grateful to the noble Lord, Lord Razzall, for his support. Trying to talk about clients is confusing the issue, because Clause 876(9) states,"““The regulations may require the information to be...

My Lords, I am grateful to the Minister; this is a real advance. The government amendments should be commended and, on that basis, I beg leave to withdraw the amendment. Amendment, by leave, withdrawn. Clause 159 [Duty not to accept benefits from third parties]: [Amendments Nos. 12 and 13 not moved.] Clause 163 [Consent, approval or authorisation by members]:

My Lords, I am grateful to the Minister; this is a real advance. The government amendments should be commended and, on that basis, I beg leave to withdraw the amendment. Amendment, by leave, withdrawn. Clause 159 [Duty not to accept benefits from third parties]: [Amendments Nos. 12 and 13 not moved.] Clause 163 [Consent, approval or authorisation by members]:

My Lords, my noble and learned friend the Attorney-General has said that the provisions relating to derivative claims in Part 11 of the Bill have their origin in the Law Commission’s 1997 report on shareholder remedies. I readily acknowledge this and also acknowledge the argument that this amendment reflects a Law Commission recommendation, although I have...

My Lords, my noble and learned friend the Attorney-General has said that the provisions relating to derivative claims in Part 11 of the Bill have their origin in the Law Commission’s 1997 report on shareholder remedies. I readily acknowledge this and also acknowledge the argument that this amendment reflects a Law Commission recommendation, although I have...

My Lords, I apologise profusely for not being here at the start of the debate. I want to express my thanks to those who have been briefing me on the question, and to say that the Government have made a fair attempt at trying to deal with this problem. I have studied Amendment...

My Lords, I apologise profusely for not being here at the start of the debate. I want to express my thanks to those who have been briefing me on the question, and to say that the Government have made a fair attempt at trying to deal with this problem. I have studied Amendment...

moved Amendments Nos. 8 to 10:"After Clause 115, insert the following new clause—" ““REGISTER OF MEMBERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY (1)   Where a company receives a request under section 115 (register of members: right to inspect and require copy), it must within five working days either— (a)   comply with the request, or (b)   apply to the...

moved Amendments Nos. 8 to 10:"After Clause 115, insert the following new clause—" ““REGISTER OF MEMBERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY (1)   Where a company receives a request under section 115 (register of members: right to inspect and require copy), it must within five working days either— (a)   comply with the request, or (b)   apply to the...

moved Amendment No. 11:"Page 69, line 41, at end insert ““; or" (c)   if the matter has been lawfully authorised by the company’s constitution.”” The noble Lord said: In moving Amendment No. 11 in my name and that of my noble friend Lord Hodgson of Astley Abbotts, I shall also speak to Amendments Nos. 12 and 13. The purpose of Amendment...

moved Amendment No. 11:"Page 69, line 41, at end insert ““; or" (c)   if the matter has been lawfully authorised by the company’s constitution.”” The noble Lord said: In moving Amendment No. 11 in my name and that of my noble friend Lord Hodgson of Astley Abbotts, I shall also speak to Amendments Nos. 12 and 13. The purpose of Amendment...

My Lords, my noble and learned friend the Attorney-General set out our approach to this important but technically complex issue on Report. Two major principles have guided our approach. The first is that we cannot agree to return to the pre-1928 position, under which companies were able to include widely drafted...

My Lords, my noble and learned friend the Attorney-General set out our approach to this important but technically complex issue on Report. Two major principles have guided our approach. The first is that we cannot agree to return to the pre-1928 position, under which companies were able to include widely drafted...

moved Amendment No. 14:"Page 72, line 6, leave out subsection (4) and insert—" ““(   )   The general duties— (a)   have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be...

moved Amendment No. 14:"Page 72, line 6, leave out subsection (4) and insert—" ““(   )   The general duties— (a)   have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be...

moved Amendment No. 15:"Page 97, line 17, at end insert—" ““(   )   Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”” On Question, amendment agreed to.

moved Amendment No. 15:"Page 97, line 17, at end insert—" ““(   )   Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”” On Question, amendment agreed to.

moved Amendment No. 16:"Page 97, line 17, at end insert—" ““(   )   This section does not apply to a provision made by a company (““Company A””) in respect of a director of an associated company of Company A— (a)   if the associated company is a wholly owned subsidiary of Company A, or (b)   to the extent...

moved Amendment No. 16:"Page 97, line 17, at end insert—" ““(   )   This section does not apply to a provision made by a company (““Company A””) in respect of a director of an associated company of Company A— (a)   if the associated company is a wholly owned subsidiary of Company A, or (b)   to the extent...

My Lords, this amendment deals with two distinct issues: first, exempting or excluding from these provisions the case of an indemnity by a parent company to directors of its wholly owned subsidiaries; and secondly, dealing with pension trustees. I will deal with these separately. As my noble and learned friend the...

My Lords, this amendment deals with two distinct issues: first, exempting or excluding from these provisions the case of an indemnity by a parent company to directors of its wholly owned subsidiaries; and secondly, dealing with pension trustees. I will deal with these separately. As my noble and learned friend the...

My Lords, I am grateful to the Minister for addressing the second part of the amendment. I accept entirely what he says and I am grateful to him and the Government for considering the point. I think we must beg to differ on the first point, but this is not the time or place...

My Lords, I am grateful to the Minister for addressing the second part of the amendment. I accept entirely what he says and I am grateful to him and the Government for considering the point. I think we must beg to differ on the first point, but this is not the time or place...

My Lords, obviously we will keep an open mind on this issue, should it not work in the future. However, the problem is that you can have an open mind and make decisions but then there is always a time-lag in getting changes made in the legislation. Therefore, we want...

My Lords, obviously we will keep an open mind on this issue, should it not work in the future. However, the problem is that you can have an open mind and make decisions but then there is always a time-lag in getting changes made in the legislation. Therefore, we want...

My Lords, I have it in command from Her Majesty the Queen and His Royal Highness the Prince of Wales to acquaint the House that they, having been informed of the purport of the Company Law Reform Bill, have consented to place their prerogatives and interests, so far as they are...

My Lords, I have it in command from Her Majesty the Queen and His Royal Highness the Prince of Wales to acquaint the House that they, having been informed of the purport of the Company Law Reform Bill, have consented to place their prerogatives and interests, so far as they are...

My Lords, I am extremely grateful to the Minister for that very full response. Clearly, a great deal of thought has been given to this issue. I am grateful for the half—or is it a third?—of a loaf in regard to the change of approach as to who can execute documents and...

My Lords, I am extremely grateful to the Minister for that very full response. Clearly, a great deal of thought has been given to this issue. I am grateful for the half—or is it a third?—of a loaf in regard to the change of approach as to who can execute documents and...

moved Amendment No. 7:"Page 52, line 15, leave out subsections (3) to (8) and insert—" ““(   )   A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect. (   )   The request must contain the following information— (a)   in the case of an individual, his name...

moved Amendment No. 7:"Page 52, line 15, leave out subsections (3) to (8) and insert—" ““(   )   A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect. (   )   The request must contain the following information— (a)   in the case of an individual, his name...

moved Amendment No. 1:"Page 6, line 1, leave out from beginning to second ““the””" The noble Lord said: My Lords, in moving the amendment, I shall speak also to Amendments Nos. 2 to 6 and19 to 26. When this issue was raised on Report on 9 May, the Minister agreed to consider the execution of documents by company secretaries. Since...

moved Amendment No. 1:"Page 6, line 1, leave out from beginning to second ““the””" The noble Lord said: My Lords, in moving the amendment, I shall speak also to Amendments Nos. 2 to 6 and19 to 26. When this issue was raised on Report on 9 May, the Minister agreed to consider the execution of documents by company secretaries. Since...

My Lords, the Bill abolishes the requirement for private companies to appoint a company secretary. This is a major deregulatory measure. The Company Law Review recommended that as, it argued, the decision on whether to use the services of a secretary should be made by the market rather than by...

My Lords, the Bill abolishes the requirement for private companies to appoint a company secretary. This is a major deregulatory measure. The Company Law Review recommended that as, it argued, the decision on whether to use the services of a secretary should be made by the market rather than by...

My Lords, I share the thanks of the Conservative Benches to the Government for having brought forward the amendments. I have a couple of points to make. First, there should be no doubt about the seriousness of the issue that the amendments are attempting to address. Anyone who heard the chief executive...

My Lords, I share the thanks of the Conservative Benches to the Government for having brought forward the amendments. I have a couple of points to make. First, there should be no doubt about the seriousness of the issue that the amendments are attempting to address. Anyone who heard the chief executive...