MODERN COMPANY LAW FOR A COMPETITIVE ECONOMY:
FINAL REPORT URN 01/942 AND URN 01/943

CONTENTS

VOLUME I

Letter to the Secretary of State, Forward, Glossary of Abbreviations and Technical Matters, Summary of Recommendations (63Kb)

Part I: The Company in the Modern Economy - Main Proposals

Chapter 1: Guiding Principles, Methods and Output (53Kb)

Chapter 2: A New Regime for Small and Private Companies (40Kb)

Chapter 3: The Modern Company: Internal Governance and External Regulation (62Kb)

Part II: The Major Components of a New Companies Regime

Chapter 4: A New Regime for Small and Private Companies: Detail (72Kb)

Chapter 5: A Regulatory and Institutional Framework for Company Law (170Kb)

Chapter 6: Corporate Governance: Directors, Officers and the Markets (63Kb)

Chapter 7: Corporate Governance: Shares and Shareholders (66Kb)

Chapter 8: Corporate Governance: Reporting, Accounting and Audit (113Kb)

Chapter 9: Company Formation (12Kb)

Chapter 10: The Capital Maintenance Regime (15Kb)

Chapter 11: Registration and Information Provision (69Kb)

Chapter 12: The Registration of Company Charges (86Kb)

Chapter 13: Reconstructions, Mergers and Takeover Offers (77Kb)

Chapter 14: Jurisdictional Migration (15Kb)

Chapter 15: A Revised Sanctions Regime (88Kb)

Annexes to Volume I

Annex A: The Review's Terms of Reference (8Kb)

Annex B: The European Dimension (20Kb)

Annex C: Statement of Directors' Duties - Draft Clause and Schedule and Explanatory Notes (206Kb)

Annex D: Sanctions - A Checklist of Considerations (15Kb)

VOLUME II

Part III: A New Companies Regime - Illustrative Draft Clauses and Model Constitution for Private Companies Limited by Shares

Chapter 16: Draft Illustrative Clauses and Explanatory Notes

List of clauses (252Kb)
Clauses 1 - 17 (542Kb)
Clauses 18 - 45 (738Kb)
Clauses 46 - 72 (848Kb)
Clauses 73 - 84 and Schedules (488Kb)
Explanatory Notes (140Kb)

Chapter 17: Draft Model Constitution for Private Companies Limited by Shares (138Kb)

Annexes to Volume II (48Kb)

Annex E: Membership of Company Law Review Groups and Others Assisting or Participating in the Review

Annex F: Consultation Documents Issued as Part of the Review

Annex G: Other Information Published as Part of the Review