ABSTRACT

1.1 The UK companies legislation was long in need of reform – but reform of what kind? The debate had largely centred on whether legislation or self-regulation was the best way forward towards reforming company law. The system of company law in the UK was largely fragmented comprising self-regulation, best practice, case law and legislation. There was no coherent framework governing company law nor any attempt to modernise the whole spectrum of company law. Before 2006, company law in the UK proceeded on the basis of ‘think large first’ approach – priority being accorded to public companies with scant attention being paid to private companies and small business, as they were usually an afterthought – as exceptions to the public company provisions.