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back to previous amendments
| | THE LORD SAINSBURY OF TURVILLE |
| 372 | Insert the following new Clause— |
| | "Meaning of "quoted company" |
| (1) | For the purposes of this Chapter a company is a quoted company if it is a quoted company in accordance with section 363 (quoted and unquoted companies for the purposes of Part 15) in relation to the financial year to which the accounts to be laid at the next accounts meeting relate. |
| (2) | The provisions of subsections (4) to (6) of that section (power to amend definition by regulations) apply in relation to the provisions of this Chapter as in relation to the provisions of that Part." |
| | THE LORD SAINSBURY OF TURVILLE |
| 373 | Page 248, line 31, after "company" insert "occurring in the course of the audit of accounts" |
| 374 | Page 248, line 36, at end insert "occurring in the course of the audit of accounts" |
| 375 | Page 248, line 40, leave out "527" and insert "(Authorisation of agreement by members of the company)" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD SHARMAN
THE LORD RAZZALL |
| 376 | Page 249, line 16, after "purports" insert "by whatever mechanism" |
| 377 | Page 249, line 17, leave out "amount" and insert "extent" |
| 378 | Page 249, line 26, leave out "to the extent" and insert "in so far as" |
| | THE LORD SAINSBURY OF TURVILLE |
| 379 | Leave out Clause 522 and insert the following new Clause— |
| | "Liability limitation agreements |
| (1) | A "liability limitation agreement" is an agreement that purports to limit the amount of a liability owed to a company by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of the audit of accounts, of which the auditor may be guilty in relation to the company. |
| (2) | Section 520 (general voidness of provisions protecting auditors from liability) does not affect the validity of a liability limitation agreement that— |
| (a) | complies with section (Terms of liability limitation agreement) (terms of liability limitation agreement) and of any regulations under that section, and |
| (b) | is authorised by the members of the company (see section (Authorisation of agreement by members of the company)). |
| (a) | is effective to the extent provided by section 524, and |
| (i) | in England and Wales or Northern Ireland, to section 2(2) or 3(2)(a) of the Unfair Contract Terms Act 1977 (c. 50); |
| (ii) | in Scotland, to section 16(1)(b) or 17(1)(a) of that Act." |
| | THE LORD SAINSBURY OF TURVILLE |
| 380 | Insert the following new Clause— |
| | "Terms of liability limitation agreement |
| (1) | A liability limitation agreement— |
| (a) | must not apply in respect of acts or omissions occurring in the course of the audit of accounts for more than one financial year, and |
| (b) | must specify the financial year in relation to which it applies. |
| (2) | The Secretary of State may by regulations— |
| (a) | require liability limitation agreements to contain specified provisions or provisions of a specified description; |
| (b) | prohibit liability limitation agreements from containing specified provisions or provisions of a specified description. |
| | "Specified" here means specified in the regulations. |
| (3) | Without prejudice to the generality of the power conferred by subsection (2), that power may be exercised with a view to preventing adverse effects on competition. |
| (4) | Subject to the preceding provisions of this section, it is immaterial how a liability limitation agreement is framed. |
| | In particular, the limit on the amount of the auditor's liability need not be a sum of money, or a formula, specified in the agreement. |
| (5) | Regulations under this section are subject to negative resolution procedure." |
| | THE LORD SAINSBURY OF TURVILLE |
| 381 | Leave out Clause 523 and insert the following new Clause— |
| | "Authorisation of agreement by members of the company |
| (1) | A liability limitation agreement is authorised by the members of the company if it has been authorised under this section and that authorisation has not been withdrawn. |
| (2) | A liability limitation agreement between a private company and its auditor may be authorised— |
| (a) | by the company passing a resolution, before it enters into the agreement, waiving the need for approval, |
| (b) | by the company passing a resolution, before it enters into the agreement, approving the agreement's principal terms, or |
| (c) | by the company passing a resolution, after it enters into the agreement, approving the agreement. |
| (3) | A liability limitation agreement between a public company and its auditor may be authorised— |
| (a) | by the company passing a resolution in general meeting, before it enters into the agreement, approving the agreement's principal terms, or |
| (b) | by the company passing a resolution in general meeting, after it enters into the agreement, approving the agreement. |
| (4) | The resolution required is an ordinary resolution, subject to any provision of the company's articles requiring a higher majority (or unanimity). |
| (5) | The "principal terms" of an agreement are terms specifying, or relevant to the determination of— |
| (a) | the kind (or kinds) of acts or omissions covered, |
| (b) | the financial year to which the agreement relates, or |
| (c) | the limit to which the auditor's liability is subject. |
| (6) | Authorisation under this section may be withdrawn by the company passing an ordinary resolution to that effect— |
| (a) | at any time before the company enters into the agreement, or |
| (b) | if the company has already entered into the agreement, before the beginning of the financial year to which the agreement relates. |
| | Paragraph (b) has effect notwithstanding anything in the agreement." |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD SHARMAN
THE LORD RAZZALL |
| 382 | Page 250, line 5, leave out "relevant to" and insert "providing for" |
| 383 | Page 250, line 9, leave out "amount" and insert "extent" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD SHARMAN
THE LORD RAZZALL |
| 384 | Page 250, line 12, leave out "such amount as" and insert "the extent that" |
| 385 | Page 250, line 12, leave out from "circumstances" to end of line 17 |
| 386 | Page 250, line 13, leave out "having regard to" and insert "including" |
| | THE LORD SAINSBURY OF TURVILLE |
| 387 | Page 250, line 13, after "regard" insert "(in particular)" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE LORD SHARMAN
THE LORD RAZZALL |
| 388 | Page 250, line 19, leave out "amount" and insert "extent" |
| 389 | Page 250, line 19, leave out "mentioned" and insert "referred to" |
| 390 | Page 250, line 20, leave out "amount" and insert "extent" |
| | THE LORD SAINSBURY OF TURVILLE |
| 391 | Page 250, line 20, at end insert— |
| "( ) | In determining what is fair and reasonable in all the circumstances of the case no account is to be taken of— |
| 4 | (a) matters arising after the loss or damage in question has been incurred, or |
| (b) | matters (whenever arising) affecting the possibility of recovering compensation from other persons liable in respect of the same loss or damage." |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
[As an amendment to amendment 391] |
| 391A | Line 4, leave out "loss or damage in question has been incurred" and insert "relevant cause of action has accrued" |
| | THE LORD SAINSBURY OF TURVILLE |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 393 | Page 251, line 7, leave out paragraph (b) |
| | THE LORD SAINSBURY OF TURVILLE |
| | THE LORD SAINSBURY OF TURVILLE |
| 395 | Page 251, line 41, leave out subsection (2) |
| | THE LORD SAINSBURY OF TURVILLE |
| 396 | Page 252, line 26, leave out subsection (5) |
| | THE LORD SAINSBURY OF TURVILLE |
| 397 | Page 252, line 30, leave out from "in" to "by" in line 31 and insert "this Chapter" |
| | THE LORD SHARMAN
THE LORD RAZZALL |
| 398 | Page 252, line 36, leave out "calculated" and insert "intended" |
| 399 | Page 252, line 37, after "available" insert "under the offer, or under any arrangement or understanding made in connection with the offer," |
| 400 | Page 253, line 4, leave out from "connected" to end of line 8 |
| 401 | Page 253, line 6, leave out "calculated" and insert "intended" |
| 402 | Page 253, line 15, leave out from "company" to end of line 20 |
| 403 | Page 253, line 17, leave out "calculated" and insert "intended" |
| 404 | Page 253, line 33, at end insert— |
| "(8) | An offer is not regarded as an offer to the public if— |
| (a) | it is made to fewer than 100 persons, |
| (b) | it is made on terms allowing the person to whom it is made to renounce his rights, which may only be renounced in favour of a person connected with the company or another person to whom the offer is made, and |
| (c) | it cannot properly be regarded, in all circumstances, as being intended to result, directly or indirectly, in securities of the company becoming available to persons other than those receiving the offer or persons not already connected with the company. |
| (9) | The Secretary of State may by regulations specify other conditions applicable to an offer which, to the extent satisfied, would result in an offer not being deemed to be an offer to the public for the purposes of this section 526. |
| (10) | Any such regulations, as set out in subsection (9), shall be subject to affirmative resolution procedure." |
| | THE LORD SAINSBURY OF TURVILLE |
| 405 | Page 254, line 2, at beginning insert "This section applies" |
| 406 | Page 254, line 7, leave out "the court shall make an order under this section" |
| 407 | Page 254, line 8, leave out subsection (2) |
| | THE LORD SHARMAN
THE LORD RAZZALL |
| 408 | Page 254, line 10, at end insert ", or |
| ( ) | such other order as the court thinks fit in the circumstances." |
| | THE LORD SAINSBURY OF TURVILLE |
| 409 | Page 254, line 11, leave out "for re-registration (rather than winding up)" and insert "requiring the company to re-register as a public company" |
| 410 | Page 254, line 15, at end insert— |
| "( ) | If it does not make an order for re-registration, the court may make either or both of the following— |
| (a) | a remedial order (see section (Enforcement of prohibition: remedial orders), or |
| (b) | an order for the compulsory winding up of the company." |
| | THE LORD SAINSBURY OF TURVILLE |
| 411 | Insert the following new Clause— |
| | "Enforcement of prohibition: remedial order |
| (1) | A "remedial order" is an order for the purpose of putting a person affected by anything done in contravention of section 529 (prohibition of public offers by private company) in the position he would have been in if it had not been done. |
| (2) | The following provisions are without prejudice to the generality of the power to make such an order. |
| (3) | Where a private company has— |
| (a) | allotted securities pursuant to an offer to the public, or |
| (b) | allotted or agreed to allot securities with a view to their being offered to the public, |
| | a remedial order may require any person knowingly concerned in the contravention of section 529 to offer to purchase any of those securities at such price and on such other terms as the court thinks fit. |
| (4) | A remedial order may be made— |
| (a) | against any person knowingly concerned in the contravention, whether or not an officer of the company; |
| (b) | notwithstanding anything in the company's constitution (which includes, for this purpose, the terms on which any securities of the company are allotted or held); |
| (c) | whether or not the holder of the securities subject to the order is the person to whom the company allotted or agreed to allot them. |
| (5) | Where a remedial order is made against the company itself, the court may provide for the reduction of the company's capital accordingly." |
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