Clause 44
Company Law Reform Bill [Lords]
6:00 pm
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
This issue was brought to me by a solicitor named Stephanie Biggs, but apparently represents the views of a significant number of City lawyers who have been discussing it. I therefore tabled amendment No. 54, but it has not been selected because it just slips out the title of the Bill. However, the issue is still important and is directly pertinent to the working of the clause. I raise it now, complicated though it is.
The wording of subsection (7) as currently drafted, replicates section 36A(7) of the Companies Act 1985. The purpose of that section was to make it clear that when acting as an attorney the company should follow the execution formalities applicable to itself as a company and not those applicable to the donor of the power of attorney who might be an individual, another company or various other types of entity. The subsection expressly leaves open the possibility that a document executed by a corporate attorney may be executed either in the name of the donor or in the name of the corporate attorney on behalf of the donor. However, there is no provision that expressly disapplies the common law rule that where a deed is executed by an attorney, as attorney, but in its own name, it is the attorney and not the donor who is bound by the deed.
In consequence, many company lawyers—