Reviewed by: Simon Jay
Author: edited by John Birds, Robert Hildyard QC, Robert Miles QC, Nigel Boardman and Malcolm Davis White QC
Publisher: Oxford University Press
ISBN: 978-0-19-959392-7
Price: £195

Annotated Companies Legislation is one of the few section-by-section commentaries on the Companies Act 2006 and related legislation.

It provides a comprehensive general commentary on the Companies Act 2006 and related statutory instruments with detailed notes set out beneath each section of the act. It is written concisely and in clear language, and offers easily accessible guidance to the reader, and its cross referencing to relevant extracts from the myriad of secondary materials is immensely helpful.

The separation of citation and commentary and the informative paragraph numbering help the reader navigate through the chapters and make this book very reader-friendly. The footnotes are kept to a moderate length but are nonetheless informative and cite a helpful amount of case law and other materials, legislation and texts. Indeed, reference is made throughout to a very substantial number of cases, without burdening the text with lengthy case notes. The case references are extended also to the commentary on the Model Articles and the 1985 Table A.

Insofar as the new act amended the previous law, the book compares the new provisions with those of earlier legislation. Of course, the new act also codified a number of areas previously left to the common law, notably General Duties of Directors and Derivative Claims and Proceedings by Members and these areas are accorded similar treatment with detailed references to the old case law.

Annotated Companies Legislation also describes the background to changes and the reasons for the reforms. It does this by the effective inclusion of extracts from the Explanatory Notes to the Act, the Law Commission reports and the Company Law Review Group as well as the discussions in the House of Lords outlining the policy issues behind the legislative changes. These numerous references provide useful colour to help the reader understand the genesis and development of various provisions of the new act. To those versed in the 1985 act and the common law rules, the compare and contrast approach is most welcome.

One feature of a section-by-section commentary is that it can become overly lengthy. Not all sections are new or even slightly controversial, but each section has to be commented upon, even if there is not much to add to the text of the legislation itself by way of explanation. In general, Annotated Companies Legislation avoids this temptation. I did, however, observe some variation in style among the commentary on some of the sections, which probably arises from the fact that the book is the work of some 37 leading practitioners and academics each with their own approach. No doubt the editors did their best to iron out the inconsistencies among the 37.

The bridging function between the old and the new Companies Act is complemented by the practical cross-references to different sections of the act as well as between the Companies Act 2006, and the myriad of statutory instruments including the Commencement orders. Many of the statutory instruments are set out in full in the book. It also provides useful references to other relevant sources of law and regulation such as EU legislation, the UKLA’s Listing Rules and The Takeover Code. Part 13 on Shareholders’ Resolutions and Meetings illustrates this point well. It pieces together different sections of the Companies Act 2006, earlier statutes, the Model Articles, the 1985 Table A and European legislation such as the European Shareholders’ Rights Directive.

This approach is also effective in relation to the commentary on Table A and the Model Articles. Both the 1948 Table A and the 1985 Table A potentially remain applicable to companies incorporated before 1 October 2009. Contributors steer a sensible course through the relevant legislative provisions applicable to companies incorporated at different times. The most detailed discussion is reserved for the Model Articles for private and public companies incorporated after 1 October 2009, citing the Government’s reform papers and making useful references to the Companies Act 2006, as well as a comparative exposition of the ‘old’ Table As and the Model Articles. The detailed and cross-referenced commentary on the regulations that contain the Model Articles is a welcome addition to current commentaries.

How does it compare with other publications? Palmer’s Company Law – Annotated Guide to the Companies Act 2006, priced at £95, will be the closest competition as a paperback section-by-section commentary on the Companies Act in a user-friendly format. There are, however, some notable differences. First, it is apparent that Palmer’s Company Law is a commentary written by academics as the nature of the commentary is more theoretical, but it does contain helpful introductions to some of the chapters. However, Annotated Companies Legislation offers more extensive commentary generally and more extensive reference to case law and cross-referencing to other sections of the Companies Act and to statutory instruments.

‘Buckley on the Companies Act’ (looseleaf, £869) is very different to both Annotated Companies Legislation and Palmer’s Company Law. It is a two volume loose-leaf with a standard format commentary on each section including commencement dates and derivations, definitions in use in the relevant sections and general commentary. Therefore, it appears more as a directory than a normal commentary. Furthermore, Buckley contains a huge amount of case law transforming it nearly into a casebook with detailed notes not only on the law but also on the facts and arguments of the cases. The commentary tends towards a more theoretical level as opposed to a practical commentary.

In comparison to other available commentaries of the Companies Act 2006, Annotated Companies Legislation will stand out not only as a very accessible general commentary for practitioners but also as an extremely useful source of other relevant legislation, regulation and case law.

In addition, the authors have succeeded in adding to academic discussion on sections that have in the past, or continue to be, controversial. They have done this without making the commentary too theoretical or merely a collection of relevant legal sources for sections of the statute and associated legislation.

Simon Jay is a partner at Cleary Gottlieb Steen & Hamilton

Topics