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Companies Bill [HL]

My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 10. This is a group of miscellaneous amendments relating to company constitutions. Perhaps the most noteworthy are Amendments Nos. 35 to 37. Amendment No. 37 was first moved by my noble friend Lord Wedderburn in Grand Committee. I am sorry to say that it was not until a later stage that we finally saw the wisdom of his suggestion. Clause 34 describes the way in which the provisions of a company’s constitution bind the company and its members. My noble friend’s modest proposal was that this clause should say what it means, by making it clear that the provisions of a company’s constitution have effect as if there were covenants on the part of the company and each of its members to observe them. We are extremely grateful to my noble friend Lord Wedderburn and to those who pressed his cause in the other place for urging us to correct the Victorian drafting anomaly of not referring to the company in the context of the covenants. We are not changing the law here: we are just making it clear that it means what it has been recognised as meaning since at least 1915 and the celebrated Hickman case. So we are slightly ashamed of the fact that it took so long to make the adjustment but, given that this is something that needed correcting for more than 90 years, we do not think that a few months will make much difference. Amendments Nos. 35 and 36 tidy up some loose ends in the same clause. Amendments Nos. 12, 15, 25 to 27, 56, 77, 107, 200, 201 and 205 are designed to make the use of ““alter”” and ““amend””, in relation to companies’ articles, consistent across the Bill. AmendmentsNos. 10, 11, 22, 23, 24, 28 to 34, 38, 39, 559 and 1011 tidy up references to companies’ constitutional documents and related cross-references between different bits of the Bill. Moved, That the House do agree with the Commons in their Amendment No. 10.—(Lord Sainsbury of Turville.)