Company Law is the bedrock upon which an honest and fair business environment is based. It controls how a company operates and the relationship between the company and it's shareholders. To develop a modern shareholder democracy, a number of reforms of Company Law are necessary, plus of course it has to keep up with modern practice, fit in with European and other international legislation, and sometimes be adapted to stop abusive practices or loopholes that have crept in.
In April 2007, we submitted these comments on the Davies Review of Issuer Liability.
In November 2005 the Company Law Reform Bill was introduced into Parliament. UKSA issued this press release on the inadequacies of the provisions in the Company Law Reform Bill as regards the rights of shareholders in nominee accounts.
More background information is here and a copy of a letter we sent to our members is here. Our detailed comments on the Company Law Reform Bill as it was first published are here. The Bill itself and explanatory notes can be found in the list on this page: www.publications.parliament.uk/pa/pabills.htm
A summary of our objections to the provisions as regards nominee shareholder enfranchisement and some specific proposals as to how it should be improved can be found here.
A number of consultations on proposed changes to Company Law had previously been undertaken and UKSA's responses are given below:
- UKSA response To 'Modern Company Law for a Competitive Economy (8): Completing the Structure': 15th February, 2001
- UKSA response to 'Modern Company Law for a Competitive Economy (5): Developing the Framework': 14th July, 2000
- UKSA response to 'Modern Company Law for a Competitive Economy: Company General Meetings & Shareholder Communication': 9th January, 2000
- Letter to Department of Trade and Industry: 24th June, 1998
- UKSA response to 'Modern Company Law for a Competitive Economy: The Strategic Framework': 2nd June, 1999
- UKSA response to 'Company Directors: Regulating Conflicts of Interests and Formulating a Statement of Duties': 23rd November, 1998
- UKSA response to the Department of Trade & Industry on Company Law: Share Buybacks: 6th August, 1998
- UKSA response to European Commission Consultation Paper on Company Law: 22nd July, 1997
- UKSA response on director's pay disclosure: 25th March, 1996
- UKSA response on director's disclosure of interests: 26th July, 1995
- UKSA response on articles of association for partnership companies: 27th June, 1995
- UKSA response on company takeover law: 5th January, 1994
A summary of the submissions given prior to 2001 is in this article from the Update Newsletter.
Note that past proposals include the recommendation that Annual Reports, Accounts and provisional AGM notices should be published first on the internet, and that shareholders then have a minimum period in which to submit resolutions, amendments and nominations before the Reports, Accounts and final AGM notice are printed and circulated. This creates, for the first time, a window for shareholders to submit resolutions after seeing the directors' reports and nominations where previously it has been virtually impossible to do so. The proposal came solely from UKSA, was adopted by the Company Law Review and is now part of the government's planned Company Law reforms.