ABSTRACT
It is fitting in conclusion to say a little about the future. Company law reforms like death, taxes and motorway cones are always in prospect. Somewhat ironically, there are two opposing movements. It is urged for public and especially listed companies that there should be more regulation and control. Sometimes, greater statutory control is urged, sometimes more self-regulation. The Cadbury Report which is considered below comes down in favour of the latter approach. By contrast, for small private companies and particularly for what are called proprietary companies, in jurisdictions like Australia where the directors and the shareholders are the same, less legislation, fewer formalities and less control are urged. Len Sealy in Company Law and Commercial Reality (1984) put his finger on the problem a decade ago:
Since Len Sealy wrote that passage, we have of course had consolidation of the Companies Acts into the Companies Act 1985, the Business Names Act 1985, the Company Securities (Insider Dealing) Act 1985 and the Companies Consolidation (Consequential Provisions) Act 1985. We have had the Insolvency Act 1985 consolidated into the Insolvency Act 1986 and the Company Directors Disqualification Act 1986. We have had the Financial Services Act 1986, the Companies Act 1989 and the Criminal Justice Act 1993. As well as all this there have been numerous EC Directives, new Table A Articles and the new set of Insolvency Rules in 1986, not to mention a plethora of regulations covering a correspondingly wide range of company law issues. Small businessmen have every right to be confused and overwhelmed.
