Reports of Committees
| DOI | http://doi.org/10.1111/j.1468-2230.1962.tb02227.x |
| Published date | 01 November 1962 |
| Date | 01 November 1962 |
REPORTS
OF
COMMITTEES
THE
REPOBT
OF
THE
COMPANY
LAW
COMHII-~~
IT
has been
a
commonplace in comment
on
the Report of the
Jenkins Committee
on
Company Law' that its
200
or
so
pages
contain many useful recommendations
on
matters of detail, but that
there is nothing in the report to stimulate
or
excite. Perhaps in
recent years we have had
a
surfeit of reports which were
full
of
pungent condemnation or high aspiration, and the admittedly
moderate Jenkins Report therefore seems to be tame fare.
In
many
respects
it
is well that the approach of the Committee should have
been moderate and cautious; company law is a highly technical and
involved subject, and the legislation evolved over the last
120
years
is
not
to
be
tampered with lightly.
On
the other hand, there
sre
many new problems which have arisen
since
the Companier
Act,
1948,
was passed where statute
b
silent and judicial decisions
(if
any) are inadequate. These problems are not best dealt with by
too cautious
an
approach, and
it
is
here that the Committee has
fallen short. Only too often
it
recognises that
a
problem exists, but
hesitates to recommend
a
remedy either because
it
might
be
difacult
to apply (the obstacle of
"
administrative
"
diftlcultiea
is
cited
far
too frequently), or because
a
remedy might generate even more
problems.
This note can obviously only cover the more important topics
dealt with in the Jenkins Report. They
will
be
dealt with
in
the
order in which they there appear.
Formation and Classification
of
Companies
The Committee recommends that the classification of companies
as
public, private and exempt private be abolished, and that there
should be
a
single type of company with
a
minimum
of two mem-
bers and two direct0rs.l Subject
to
certain concessions
in
respect
of accounts (which are dealt with below) this would mean the end
of the privileges which private companies have enjoyed since their
separate status was first recognised by the Companies Act,
1907.
The recommendation was prompted by the complexities of the
definition of exempt private companies
in
the Companies Act,
1948,
by the fact that the definition has resulted in many companies
enjoying exempt status without being small family concerns of the
type intended to benefit, and by the recognition that
if
the special
privileges of exempt private companies were abolished, the remain-
ing differences between public and private companies would be
1
Cmnd.
1749.
S
Paras.
31,
63
and
67.
708
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