chapter  3
20 Pages

COMPANY LAW REFORM: THE ROLE OF THE COURTS

1 INTRODUCTION

The recently published Final Report of the Company Law Review Steering Group1 serves to focus our attention on the future reform of UK Company Law. It has long been recognised that our current system is, in many ways, outmoded. Given the sterling work of the Company Law Review it is to be expected and hoped that their efforts will eventually be translated into legislation in the form of a new Companies Act. Company law is one of the most vibrant and practical subjects that one could encounter. Although some may think of the subject as largely academic, perhaps witnessed by the fact that our law is highly complex and largely the preserve of experts, it still remains a subject with enormous practical significance. There are currently 1.3 million companies on the register at Companies House, ranging from the smallest one-man operation to the largest plc.2 At the Bar, I did not specialise in company law, but I came across points in that field quite often, as anyone with any sort of commercial practice, even someone specialising in real property law (as I did), would expect to do. On becoming a judge, I must confess to having been somewhat nervous to find myself from time to time being responsible for the Companies List, and indeed dealing with points of difficulty in relation to company law generally. As I have become more familiar with company law, I can understand its attraction to those who are interested in substantive points of legal theory or procedure, and the commercial and practical aspects of this vitally important subject. In this essay I will offer a broad survey of some of the more topical matters which have come before the courts in recent years and note, in particular, the role and influence of the courts on the topic of company law reform.