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Companies Bill [Lords]

Despite the number of Government amendments and new clauses, I can assure you that I will be brief, Mr. Deputy Speaker. These are all designed to help to improve the operation of the resolutions and meetings provisions in part 14 and related provisions. I will take Members through some of the key points. Government new clause 13 and Government amendment No. 301 respond to concerns raised by the hon. Member for Hornchurch (James Brokenshire) in Committee about the admissibility of votes. Clause 294 is replaced with a new clause to preserve the right of a company to require objections to votes to be made in accordance with procedures in the articles. We took the point that the old clause was too ambitious so we are just preserving the current law. If an objection is overruled, the decision will be final, except in the case of fraud and certain other kinds of misconduct detailed in case law, where a court may intervene. New clause 14 is intended to ensure clarity and consistency in the calculation of time periods in relation to meetings and resolutions. That was also an issue raised by the hon. Gentleman in Committee. His point related to whether, in calculating periods of notice, the date of the notice and the date of the meeting are supposed to be excluded. Government amendment No. 643 to clause 288 and Government amendments Nos. 644 to 650 ensure that when a resolution is required, but the type of resolution is not specified, the default will be an ordinary resolution unless the articles require a higher majority. When a provision specifies that an ordinary resolution is required, the articles will not be able to specify a higher majority. That will be the case when, for example, we do not want the will of a simple majority to be frustrated by a blocking minority.