This chapter discusses the obligations imposed on companies and their officers to provide information about the company, other than accounts. Information about a company’s constitution, membership, officers and finances must be provided to Companies House, which makes the information available for inspection by anyone at its website. Much of that information must also be made available for inspection at the company’s registered office or an alternative inspection place. Some other information, including directors’ service contracts, must be kept available for inspection by the company’s members at its registered office or inspection place. Any company must identify itself by its registered name at its registered office, inspection place, and places of business. Further identifying information, including its registered number, must be given on business letters, order forms and websites. The chapter discusses the general rules on disclosure and how they are enforced.
Chapter
This chapter discusses the obligations imposed on companies and their officers to provide information about the company, other than accounts. Information about a company’s constitution, membership, officers and finances must be provided to Companies House, which makes the information available for inspection by anyone at its website. Much of that information must also be made available for inspection at the company’s registered office or an alternative inspection place. Some other information, including directors’ service contracts, must be kept available for inspection by the company’s members at its registered office or inspection place. Any company must identify itself by its registered name at its registered office, inspection place, and places of business. Further identifying information, including its registered number, must be given on business letters, order forms and websites. The chapter discusses the general rules on disclosure and how they are enforced.
Chapter
Patrick Birkinshaw
The Freedom of Information Act is a statute of great constitutional significance. The Act heralded a right to publicly held information which government had attempted to keep private. FOIA laws have their origins in the pre-digital age and any discussion of information rights must take on board the contemporary reality of the global digitization of communications via social media networks and the enhanced capabilities of state intelligence agencies to conduct surveillance over electronic communications. The General Data Protection Regulation seeks to give greater security to personal data. However, private information is harvested by private tech companies which they have obtained often ‘voluntarily’ and used by intermediaries to influence public events, public power and elections—as illustrated by recent scandals involving the practice of ‘data farming’ by social media networks and the sale of personal data to political campaign consultants seeking to pinpoint electors and thereby affect the outcomes of national elections and referenda. Government surveillance is age-old, but the emergence of digital power has enabled public authority to invade our private lives far more intrusively and effectively. The most recent example is the Investigatory Powers Act 2016. All this poses substantial challenges for the public regulation of information access in a growing confusion of public and private in the constitution. Courts, meanwhile, have to balance demands for privacy protection, open justice and secrecy.
Chapter
Herwig C.H. Hofmann
This chapter examines the steps which take place after legislation has been passed. It also looks at the principles and rules that exist to ensure the legality and legitimacy of administrative action implementing EU law. It begins with an overview of the key institutions and agencies of the EU and what they do. It then discusses the applicable law which is key to developing notions of accountability and the protection of rights in this field.
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Lee Roach
This chapter discusses the concept of membership. Section 112 of the Companies Act 2006 (CA 2006) provides that a person is a member if they have agreed to become a member and their name is entered into the register of members. In relation to a newly created company, the subscribers to the company's memorandum will become members, even if their names are not entered into the register of members. Accordingly, a person's membership is terminated when his name is removed from the register of members. Every company must keep a register of its members, although private companies can elect to keep the required information on the central register maintained by Companies House. In order to help improve the transparency of company ownership, certain companies are required to keep a register of interests disclosed and a register of persons with significant control.
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Lee Roach
This chapter describes the UK's corporate transparency regime, including the statutory registers, the annual accounts and reports, the role of the auditor, and other notable disclosure obligations. Companies are required to keep a number of statutory registers, but private companies may instead elect to have Companies House keep the relevant information on its central register. Meanwhile, all companies are generally required to prepare accounts for each financial year, and these are known as ‘individual accounts’. Parent companies, in addition to preparing individual accounts, must also prepare group accounts. The annual reports consist of the strategic report, the directors' report, the auditor's report, and the directors' remuneration report. The role of a statutory auditor, which must be independent of the company, is to report on whether the company's accounts represent a fair and true view of the company's finances.
Chapter
This chapter discusses the concept of membership. Section 112 of the Companies Act 2006 (CA 2006) provides that a person is a member if they have agreed to become a member and their name is entered into the register of members. In relation to a newly created company, the subscribers to the company’s memorandum will become members, even if their names are not entered into the register of members. Accordingly, a person’s membership is terminated when their name is removed from the register of members. Every company must keep a register of its members, although private companies can elect to keep the required information on the central register maintained by Companies House. In order to help improve the transparency of company ownership, certain companies are required to keep a register of interests disclosed and a register of persons with significant control.
Chapter
This chapter describes the UK’s corporate transparency regime, including the statutory registers, the annual accounts and reports, the role of the auditor, and other notable disclosure obligations. Companies are required to keep a number of statutory registers, but private companies may instead elect to have Companies House keep the relevant information on its central register. Meanwhile, all companies are generally required to prepare accounts for each financial year, and these are known as ‘individual accounts’. Parent companies, in addition to preparing individual accounts, must also prepare group accounts. The annual reports consist of the strategic report, the directors’ report, the auditor’s report, and the directors’ remuneration report. The role of a statutory auditor, which must be independent of the company, is to report on whether the company’s accounts represent a fair and true view of the company’s finances.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on the rights and liabilities of a shareholder which are the incident of the general nature of a share, as well as his particular rights and liabilities by virtue of owning a particular type or class of share. It first considers the legal nature of a shareholding and the different types of share capital and typical class rights of a shareholder, as well as the statutory procedure required of a company before it can effect a variation of shareholders’ class rights. Examples of classes of shares are then given, and preferential rights attached to preference shares are discussed. The chapter concludes by looking at European Union initiatives on shareholders’ rights.
Chapter
This chapter examines the lawmaking powers of the European Union (EU) in the context of its Treaties. It explains that the EU has the competence to make law of various types (including secondary legislation, soft law, delegated acts and implementing acts) in a broad range of areas and that the amendments to the lawmaking procedures have affected the institutional balance, giving an increased role to the European Parliament. It discusses the changes made to improve the level of democracy at EU level, to address concerns that EU lawmaking has a ‘democratic deficit’ and lacks transparency and proportionality. The chapter also considers the different aspects of EU competence, describes the lawmaking process and sources of EU law and also addresses questions concerning the determination of exclusive, shared and concurrent competence, particularly in the context of subsidiarity. Furthermore, it examines the rules on the EU adopting legislation without all Member States participating (closer cooperation).
Chapter
Herwig CH Hofmann
General principles of EU law are principles which govern all legal acts of the EU and those of Member States when acting in the scope of EU law. They have become particularly important in terms of administrative implementation of EU law by Union institutions and bodies as well as by Member States. This chapter addresses some of the most important of these principles concerning procedure and substance of implementation of EU law within a multi-level system. The principles discussed in this chapter include proportionality, the rule of law, good administration, information rights and the conditions necessary to ensure the right to an effective remedy. Each comes with examples.
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This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
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Clare Firth, Jennifer Seymour, Lucy Crompton, Helen Fox, Frances Seabridge, Jennifer Seymour, and Elizabeth Smart
This chapter begins with a description of how the legal services market has undergone recent change, with the Solicitors Regulation Authority’s (SRA) Principles and Codes of Conduct within the Standards and Regulations replacing the previous outcomes-focused regulation code (OFR Code). It considers what being a member of the profession and a good solicitor means, the Principles, relevant paragraphs of the Codes of Conduct, the Transparency Rules, and the SRA’s Enforcement Strategy currently in force. It explains how the recent changes have widened legal services provision and introduced further flexibility into how solicitors and firms justify their compliance with the regulations. It then looks at the practical application of the principles and paragraphs which are most relevant to readers at this stage of their legal career as a student (covering practical examples relevant to each core legal practice area) and trainee.
Chapter
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015 and the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021) aimed at bolstering the disqualification regime.
Chapter
This chapter examines the lawmaking powers of the European Union (EU) in the context of its Treaties. It explains that the EU has the competence to make law of various types (including secondary legislation, soft law, delegated acts and implementing acts) in a broad range of areas and that the amendments to the lawmaking procedures have affected the institutional balance, giving an increased role to the European Parliament. It discusses the changes made to improve the level of democracy at EU level, to address concerns that EU law-making has a ‘democratic deficit’ and lacks transparency and proportionality. The chapter also considers the different aspects of EU competence, describes the lawmaking process and sources of EU law and also addresses questions concerning the determination of exclusive, shared and concurrent competence, particularly in the context of subsidiarity. Furthermore, it examines the rules on the EU adopting legislation without all Member States participating (closer cooperation).
