---

Company Law Reform Bill [HL]

moved Amendment No. 22:"Page 10, line 42 at end insert—" ““(   )   If there is a conflict between a provision, which immediately before the commencement of this Part was contained in the company’s memorandum of association, and a provision contained in a company’s articles of association, the former shall prevail.”” The noble Lord said: My Lords, the issue of the legislative gap as to the resolution of conflicts between the memorandum and the articles when the transfer of provisions is to take place from the memorandum to the articles under the provisions of the Bill was raised by us in Committee and it continues to give concern amongst practitioners. In Committee the noble Lord, Lord McKenzie, said that this would be dealt with,"““in the context of transitional arrangements under Clause 882””.—[Official Report, 30/1/06; col. 24-25.]" From our discussions with the Bill team—who have been very helpful on this matter—we understand that this may take a number of guises: amendment to the Bill at a later stage of its passage; free-standing transitional provision in subordinate legislation; using subordinate legislation to amend the Bill after Royal Assent; or a mixture of any or all of the above. There has been concern amongst practitioners in the world outside as to how that will be proceeded with. Can the Minister outline the ways in which the Government plan to deal with this fundamental issue? I beg to move.