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LEGISLATION |
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Draft regulations to implement the Shareholders’ Rights Directive published See CLM ¶3533, ¶3556, ¶3626, ¶3724, ¶3730+, ¶3743, ¶3840, ¶3842, ¶3846 Draft Companies (Shareholders’ Rights) Regulations 2009 Following a consultation carried out by BERR at the end of 2008, the draft Companies (Shareholders’ Rights) Regulations 2009 have been published. The regulations will implement the EU Shareholders’ Rights Directive (EC Directive 2007/36). They are due to come into force on 3 August 2009 and will apply in relation to meetings of which notice is given, or first given, on or after that date. Most of the provisions apply only to EU listed companies to deal with cross-border voting difficulties, but the government is also taking the opportunity to include provisions applicable to all UK companies by amending certain parts of CA 2006 to correct some existing anomalies in relation to shareholders’ rights. The regulations are substantially the same as those proposed in the consultation, and are discussed in CLM 2008 Newsletter Issue 6. Insolvency law modernisation and consolidation project See CLM ¶7365, ¶8215, ¶8339, ¶8449, ¶8515, ¶8556, ¶8646, ¶8648, ¶9501 Draft Legislative Reform (Insolvency) (Miscellaneous Provisions) Order 2009 A draft of the legislative reform order that will implement the remaining amendments to the Insolvency Act 1986 under the Insolvency Service’s modernisation and consolidation project has been published. The draft will implement those changes that were postponed until April 2010 (see CLM 2009 Newsletter Issue 2). These changes will: a. enable remote participation in meetings of creditors and contributories. This will enable the responsible insolvency practitioner to hold meetings via video-, tele- or web-conferencing facilities, in much the same way as companies can hold shareholder and board meetings if their articles allow. If the insolvency practitioner proposes to hold a meeting entirely remotely (i.e. without providing for a venue at which people can attend in person if they wish), 10% in value of the creditors/contributories can require him to provide a venue for the meeting so that those who want to (for example because they do not have the facilities to attend remotely) can attend in person; b. enable insolvency practitioners to disseminate information about a procedure via a website. New Rules (not yet published) will set out how websites can be used to give notices and other documents via a website. The procedure is likely to be similar to that for providing information about a shareholder meeting, see CLM ¶3698+; c. allow notices, documents etc required to be provided or sent “in writing” to be provided or sent in electronic form. This is already the case in administrations (CLM ¶8691; the relevant provision will be repealed because the new provision will apply to all procedures). Again, new Rules (not yet published) will govern the use of electronic communications and are expected to set out similar provisions to those allowing electronic communications between a company and its shareholders (see CLM ¶3697). There will be some exceptions, which will still have to be in hard copy, notably: » statutory demands (CLM ¶7594); and » notice by a dissenting shareholder objecting to a section 110 reorganisation (CLM ¶6488, ¶8490); d. change verification requirements in the Insolvency Act so that documents will have to be verified by a statement of truth instead of by affidavit. This will only apply to affidavit requirements in the Act; those in the Rules will be changed as part of the project to reform the Rules (see CLM ¶7365). The documents affected will be: » the statement of affairs in compulsory liquidation, CVL and administrative receivership (CLM ¶8129, ¶8132, ¶8440, ¶8863, ¶8869); and » written evidence provided under an order for private examination (CLM ¶8172); e. remove the requirement for annual meetings in CVL and MVL, where the voluntary liquidation commenced on or after 6 April 2010; f. remove the requirement for notice of a creditors’ meeting to enter into CVL (whether directly or via MVL) to be sent by post, enabling notice to be given in other ways, such as by email. This will apply where the CVL commenced on or after 6 April 2010; and g. remove the need for a liquidator to obtain sanction to exercise his power to settle claims owing to the company, where the liquidation (or directly preceding administration) commenced on or after 6 April 2010. These changes to the Act will apply from 6 April 2010, unless otherwise stated above. For more information on the insolvency law modernisation and consolidation project, see: - CLM 2007 Newsletter Issue 7 for a discussion of the original consultation; and - CLM 2009 Newsletter Issue 1 for a summary of the responses to that consultation. Information under the Northern Rock plc compensation scheme SI 2009/791 In February 2008, all of the shares in Northern Rock plc were transferred to the Treasury Solicitor, as nominee for the Treasury, to bring the company into State ownership. A statutory compensation scheme was then implemented providing for compensation to be paid to the former shareholders of an amount equal to the value of their shares immediately before the company’s nationalisation (see CLM 2009 Newsletter Issue 2). An independent valuer appointed under the scheme determines the amount of any compensation payable. New regulations have come into force which allow the independent valuer to apply to court for an order requiring the provision of information that is reasonably required for the purposes of the assessment of compensation. A person will not be liable for breach of confidence where any information is given to the valuer for this purpose. Such information may only be disclosed by the valuer in limited circumstances. |
