ABSTRACT
If the Secretary of State experiences difficulty in finding out the relevant facts about any shares or debentures,111 whether issued or to be issued, he may by order direct that the securities will until further order be subject to the restrictions of Part XV of the Companies Act 1985.112 If securities are made subject to Part XV, they are essentially ‘frozen’: any transfer of those securities is void and no voting rights are exercisable in respect of them; no further shares may be issued in respect of them and, except in a liquidation, no payment may be made of any sums due from the company whether in respect of capital or otherwise.113 Generally speaking, once ‘frozen’, an order may only be made by the Secretary of State or the court directing that the securities are no longer subject to the restrictions if they are satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure.114 These provisions could prevent someone from realising a profit or avoiding a loss in respect of securities and may therefore be of relevance in the context of insider dealing.
