Clause 90
Company Law Reform Bill [Lords]
2:15 pm
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
I have to agree with the Minister: I have not had a huge number of representations on the matter. However, I query what she said. The substantive point is that members might be concerned about dilution. That is dealt with separately in section 89 of the 1985 Act which is applied more toughly for public companies than for private companies. In fact, almost every aspect of the 1985 Act will be applied more favourably for minority shareholders of a public company than for those of a private company, with fewer exemptions to override shareholders’ interests. Indeed, after the Bill is passed, only public companies will have a company secretary. We shall debate that later, but let us assume that the Bill goes through in its current form.
I repeat that from the point of view of the minority shareholder, it can only be to their advantage for the company to become public. I understand that the protection of a special resolution is needed the other way around, but not for going up, as it were. I wanted the Minister to think about it, and on that basis I beg to ask leave to withdraw the amendment.