UK: The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020

The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 were made last Friday and came into force on Saturday: see here or here (pdf). They were made in exercise of powers conferred by sections 1049(3) and 1050(5) of the Companies Act 2006 and sections 39(1) and (4) of the Corporate Insolvency and Governance Act 2020. Their purpose is to extend temporarily various filing deadlines to which certain entities - companies, eligible Scottish partnerships, limited partnerships, limited liability partnerships, unregistered companies, overseas companies, Societas Europaeas and European Economic Interest Groupings - are subject. Further information is available in the accompanying explanatory memorandum is available here (pdf).

UK: The Corporate Insolvency and Governance Act 2020

The Corporate Insolvency and Governance Act 2020 received Royal Assent yesterday and has become law: see here. A copy of the Act has not yet been published but supporting secondary legislation has: see the Limited Liability Partnerships (Amendment etc) Regulations 2020, which extend various provisions of the Act to limited liability partnerships.  Guidance on the Act has been published by Companies House: see here and here.

Update (29 June 2020) - a copy of the Act is available here.

UK: England and Wales: schemes of arrangement and the beneficial owners of shares

The transcript for Re Sirius Minerals Plc [2020] EWHC 1447 (Ch), a decision of Mr Justice Fancourt from March this year, has recently been added to BAILII. The trial judge sanctioned a scheme of arrangement under section 899 of the Companies Act 2006, noting that the documentation had been sent to the registered members and there was no requirement to send documents to the beneficial owners of shares even if the company had records of these beneficial owners. The trial judge nevertheless noted - and this is why I note the decision here - that the law as it stood raised a "genuine issue about shareholder democracy".

UK: England and Wales: unfair prejudice, valuation dates and coronavirus

Adam Johnson QC, sitting as a Deputy Judge of the High Court, gave judgment earlier this week in Dinglis v Dinglis [2020] EWHC 1363 (Ch). The case arose in direct response to the coronavirus pandemic and in the context of ongoing proceedings for unfair prejudice under sections 994-996 of the Companies Act 2006.  At issue was the date set for the valuation of the petitioner's shares, 25 July 2019, and how the valuation on this date would be conducted. The trial judge concluded: [1] there was no basis for varying, directly or indirectly, the valuation date; [2] notwithstanding the broad jurisdiction under section 996, it was not possible to argue - as a matter of law or principle - that adjustments on account of the Coronavirus pandemic should be taken into account.

UK: The Corporate Insolvency and Governance Bill - an update

The Corporate Insolvency and Governance Bill received its first reading in the House of Commons on 20 May and is scheduled to proceed through second reading, committee stage and third reading tomorrow: see here. A copy of the Bill as introduced is available here (pdf). Explanatory notes, to be read alongside the Bill, are available here (pdf). Factsheets have also been published by the Department for Business, Energy and Industrial Strategy: see here.

In broad outline, the Bill will make permanent and temporary changes. The permanent changes include the introduction of a new insolvency mechanism: a moratorium. Among the temporary changes are those relating to filing deadlines, holding general meetings electronically and, in respect of directors' potential liability for wrongful trading under section 214 of the Insolvency Act 1986, to provide that the court is to assume that the director is not responsible for any worsening in the financial position of the company, or of its creditors, between 1 March 2020 and 30 June 2020 (or, if later, one month after the Act comes into force).

OECD survey: Covid-19 and corporate governance initiatives

The OECD has published a survey of the corporate governance related initiatives undertaken in 37 jurisdictions as a result of the Covid-19 pandemic, focusing in particular on the conduct of general meetings, insolvency frameworks and disclosure obligations: see here (pdf).