Commentary on Sections Schedule 29 – Minor and consequential amendments: Northern Ireland Paragraphs 68 to 75 and 90 – Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and 1990 (S.I. 1990/593 (N.I.))
1117.Paragraphs 68 to 75 and 90 ensure that, in relation to the provisions of the Companies Orders of 1986 and 1990 specified in the Schedule, civil partners are to be treated in the same way as spouses.
1118.Article 10A of the 1986 Order provides that an offer of shares in or debentures of a private company is to be regarded as a domestic concern of the persons giving or receiving it if it is made to (among others) the widow or widower of a former member or employee of that company. Paragraph 68 amends Article 10A(3)(iii) so that surviving civil partners are treated in the same way as surviving spouses.
1119.Article 11 of the 1986 Order sets out those persons who may participate in an “Employees’ share scheme”. Paragraph 69 amends Article 11 of the 1986 Order so that an employee’s civil partner is entitled to participate in the scheme in the same way as an employee’s spouse.
1120.Under the Companies Order provisions persons with a notifiable interest in shares should notify the company. Article 211 of the Companies (Northern Ireland) Order 1986 deems a person to be interested in shares in which his spouse is interested. Paragraph 70 extends this obligation to civil partners.
1121.Article 331 of the 1986 Order contains a prohibition on directors dealing in share options of his or her own company. Article 335 applies the prohibition to the wife or husband of a director. Paragraph 71 extends the prohibition to the civil partner of a director.
1122.Article 332 of the 1986 Order requires directors to disclose shareholdings in their own company. Article 336 treats the interests of a wife or husband of a director as an interest of that director. Paragraph 72 extends this to civil partners of directors.
1123.Part XI of the 1986 Order contains a number of provisions designed to enforce fair dealing by directors. A number of these provisions apply to persons connected with a director. Article 354 defines “ connected person” to include spouse. Paragraph 73 extends this definition to include civil partners.
1124.Article 423E of the 1986 Order disregards shares held by the associate of an offeror in certain circumstances (relating to takeover offers). Where an offeror is an individual, “associates” includes spouses, and this definition will be extended by paragraph 74 to include civil partners.
1125.Paragraph 90 defines “associate” to include civil partner as well as spouse for the purposes of the Companies’ Order 1990.