The ''Report of the Committee on Company Law Amendment'' (1945
Cm 6659 known best as the "Cohen Report" for short, was a company law reform committee appointed by the
United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Europe, off the north-western coast of the European mainland, continental mainland. It comprises England, Scotlan ...
Coalition Government, during the Second World War. It was chaired by
Lord Cohen.
Background
The Committee was appointed in June 1943 by
Hugh Dalton, who later became
Chancellor of the Exchequer.
Recommendations
*This report recommended that shareholders be given a greater degree of control over directors, and led to
CA 1948 s 184, then CA 1985 s 303, now
CA 2006 s 168
*This also recommended that payments to directors on retirement should be subject to company approval (para 92, then CA 1947, then s 192 CA 1948).
*p 47 said ‘the suggestion that managing directors are paid excessive sums is, as a rule, unfounded’ but recommended disclosure of aggregate compensation of directors as a group, including payment for outside services.
*p 50 expressed concern about directors buying and selling shares with inside knowledge of the company, but merely recommended publicity (cf s 16 Securities Exchange Act, s 17 Public Utility Holding Company Act)
*p 51 recommended loans to directors be prohibited, except where companies are in the loan making business
*p 50 rejects the suggestion that interested directors could vote on transactions in which they are interested, as being impracticable
*It recommended abolition of the ''
ultra vires
('beyond the powers') is a Latin phrase used in law to describe an act which requires legal authority but is done without it. Its opposite, an act done under proper authority, is ('within the powers'). Acts that are may equivalently be termed ...
'' rule, so every company has the capacity of a normal individual (this was done by the
Companies Act 1989
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared go ...
, now in
CA 2006 s 40)
*It proposed that the Board of Trade would be given power to litigate on behalf of shareholders across the country
*para 126, twenty one days for annual meetings and meetings with special resolutions pending, fourteen days for others.
See also
*
UK company law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...
Notes
References
*E Merrick Dodd, 'Review: Report of the Committee on Company Law Amendment' (1945
58(8) Harvard Law Review 1258
External links
Full text of the Cohen Reporton takeovers.gov.au
{{DEFAULTSORT:Report Of The Committee On Company Law Amendment
United Kingdom company law
1945 in British law
Reports of the United Kingdom government