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LEGISLATION |
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The Ministry of Justice has published guidance on the new Corporate Manslaughter and Corporate Homicide Act 2007, which is expected to be implemented on the 6 April 2008. This legislation has been considered in detail in previous editions of Company Law Memo 2007 Newsletter - Issue 6 and Issue 1. Amongst other things, the guidance looks at who the Act applies to and how to judge whether it applies to a given situation. It indicates that the sentencing guidelines are expected to be finalised by the autumn of next year, following consultation. Publicity orders will not be imposed until the guidelines are published because they are a new form of punishment. However, fines and remedial orders will be imposed because the courts will be able to rely on comparable punishments for health and safety offences as a guide. The guidance is available on the Ministry of Justice website: www.justice.gov.uk. |
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Guidance on the Corporate Manslaughter and Corporate Homicide Act See CLM: ¶2591, ¶7178 |
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Various changes were made to the Civil Procedure Rules on 1 October 2007 as part of the 45th update. Of particular relevance to company law are: » the amendments to Part 19 and the new practice direction 19C dealing with derivative claims under the Companies Act 2006; and » the changes to Part 49 and the associated practice directions dealing with applications under companies legislation. Practice direction 49 now sets out the general rules for these applications (such as requiring them to be made by Part 8 claim form unless otherwise stated) as well as giving special rules that must be followed when making particular applications (e.g. for sanction of a scheme of arrangement). Practice direction 49B now only deals with applications under the Insolvency Act regarding dispositions of the company’s property after a petition has been presented. It also states that shareholders should not petition to wind a company up as an alternative to applying for relief from unfair prejudice unless he genuinely wishes to put the company into liquidation. Details of the 45th update to the CPR can be found on the Ministry of Justice’s website: www.justice.gov.uk. |
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CPR amendments See CLM: ¶7118+, ¶7674+, ¶7683 |
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Cross-Border Mergers Regulations published See CLM: ¶6536+ |
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The Cross-Border Mergers Regulations (SI 2007/2974) have been published, together with guidance from BERR. The regulations implement the EC Directive on this subject (EC Directive 2005/56). They are due to come into force on 15 December 2007 to comply with the implementation deadline set out in the Directive. The regulations will provide a similar framework for cross-border mergers to the structure for domestic mergers set out in the new Companies Act. A “cross-border” merger means one that involves at least one UK company and at least one EEA company. The merger will be able to take one of three forms (reg 2 SI 2007/2974): » merger by absorption; » merger by absorption of a wholly-owned subsidiary; or » merger by formation of a new company. As with domestic mergers, a cross-border merger will have to be sanctioned by the shareholders (and the creditors, if the court orders a creditors’ meeting to be held) and the court. The process will involve certain filings being made at Companies House, and separate guidance has been published by the Registrar (available on the Companies House website). The regulations also set out detailed requirements for employee participation. A UK company in administration will be able to participate in a cross-border merger, in which case the administrator’s consent will also have to be obtained before the pre-merger steps are taken. Appropriate amendments will be made to the Insolvency Act 1986 (reg 65 SI 2007/2974). The regulations will refer to various provisions in the new Act, some of which will not be in force when the regulations are implemented in December. Therefore, the regulations will include transitional amendments changing those references to their CA 1985 equivalents until the provisions in the new Act come into force (Schedule 1 SI 2007/2974). A copy of BERR’s guidance, as well as links to the regulations and the EC Directive can be found on BERR’s website: http://www.dti.gov.uk/bbf/eu-company-law/directives/page19528.html. |