The City of London Law Society Company Law Committee has published a pro forma circular for listed companies which contains suggested changes to articles of association to deal with the implementation of the Companies (Shareholders' Rights) Regulations 2009 and provisions of the Companies Act (2006) coming into force on 1 October 2009.Thursday 10 September 2009
UK: amending the articles of association - City of London Law Society pro forma circular
The City of London Law Society Company Law Committee has published a pro forma circular for listed companies which contains suggested changes to articles of association to deal with the implementation of the Companies (Shareholders' Rights) Regulations 2009 and provisions of the Companies Act (2006) coming into force on 1 October 2009.
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There is one fundamental flaw with the sample circular, in that the shareholder rights directive requires the facility to vote by electonic means to be accessible to ALL shareholders.
Footnote one in the circular states that: "[Note 2: S333A CA2006 requires the provision by traded companies of an electronic address for receipt of proxies; the electronic address should be included either in this paragraph, in the form of proxy or on the website. However, where the company’s shares are held through CREST and the CREST electronic proxy appointment service is available, the view being taken is that the s333A requirement is satisfied by referring to the CREST website –see Notes 8-11 – and so no further method of electronic voting needs to be made available under s333A]".
CREST is only available to holders of dematerialised shares and charges for access, and is thus not available to all shareholders.
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