Commentary on Sections Schedule 27 - Minor and consequential amendments Paragraphs 99 to 105 and 128 – Companies Act 1985 (c. 6) and 1989 (c. 40)
998.Paragraphs 99 to 105 and 128 ensure that, in relation to the provisions of the Companies Acts of 1985 and 1989 specified in the Schedule, civil partners are to be treated in the same way as spouses of directors.
999.Under the Companies Act provisions persons with a notifiable interest in shares should notify the company. Section 203 of the Companies Act 1985 deems a person to be interested in shares in which his spouse is interested. Paragraph 99 extends this obligation to civil partners.
1000.Section 323 of the 1985 Act contains a prohibition on directors dealing in share options of his or her own company. Section 327 applies the prohibition to the wife or husband of a director. Paragraph 100 extends the prohibition to the civil partner of a director.
1001.Section 328 of the 1985 Act requires directors to disclose shareholdings in their own company. Section 328 treats the interests of a wife or husband of a director as an interest of that director. Paragraph 101 extends this to civil partners of directors.
1002.Part X of the 1985 Act contains a number of provisions designed to enforce fair dealing by directors. A number of these provisions apply to persons connected with a director. Section 346 defines “ connected person” to include spouse. Paragraph 102 extends this definition to include civil partners.
1003.Section 430E of the 1985 Act 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 103 to include civil partners.
1004.Paragraphs 104 and 105 amend section 742A of and Schedule 7 to the Companies Act 1985. Section 742A deals with the meaning of the term “offer to the public” in relation to shares and debentures. Schedule 7 sets out the matters to be dealt with in a directors’ report. The amendments ensure that civil partners are treated in the same way as spouses.
1005.Paragraph 128 defines “associate” to include civil partner as well as spouse for the purposes of the Companies’ Act 1989.