A working group, comprising a number of city law firms, has developed a pro forma circular to shareholders of a listed company (including a notice of AGM) explaining the principal changes to articles of association to reflect Companies Act 2006 provisions in force in December 2007 and those coming into force in October 2008. The working group was seeking to agree a common approach to the type of changes that companies may wish to make to their articles.
The circular includes, among others, explanations of changes concerning director conflicts of interest, electronic and web communications, convening general meetings and votes of members. No suggested drafting of the individual articles is provided.
A copy of the circular has been published on The City of London Law Society Company Law Sub-Committee website. The website contains a statement that the UKLA has confirmed that the changes summarised in the circular can be regarded as not containing unusual features. Accordingly, companies making these changes would not need to have their circulars approved by the UKLA (the final paragraph of section 12 of List! 17 states that circulars sent to shareholders regarding changes to be made to the issuer's articles to take account of the Companies Act 2006 do not need to be vetted by the UKLA unless the circular contains unusual features).
Of course companies will still need to take their own advice on any changes needed to their articles and the circular only contains suggestions rather than definitive advice.
This article was originally published by PLC 21/12/07 and is reproduced with the permission of Practical Law Company Ltd. www.practicallaw.com