28 October 2004
116.The Act makes a number of targeted amendments intended to strengthen the company investigations regime as part of the package designed to help ensure confidence in the UK corporate framework.
117.The Secretary of State has a range of powers under companies legislation to investigate the affairs of a company and related matters. The vast majority of company investigations are carried out under section 447 of the Companies Act 1985. Members of DTI’s Companies Investigations Branch (CIB) or other competent individuals can be authorised to require the production of documents and can require explanations of any document from the person who produces it or from any past or present officer or employee of the company. These are confidential fact-finding inquiries, but there is a disclosure regime which allows, for example, information to be passed to other regulators. Investigations under section 447 are carried out where, for example, there are grounds for suspicion of fraud, misfeasance, misconduct, conduct unfairly prejudicial to shareholders or of failure to supply shareholders with information they may reasonably expect.
118.The Act amends existing legislation in order to strengthen the current regime, without changing the basis for inspections or making any change of substance to the grounds for an investigation. Changes have been made to:
give section 447 investigators a general power to require relevant information and strengthen their powers to require relevant documents (section 21);
provide statutory immunity from liability for breach of confidence where people provide information to CIB voluntarily in certain circumstances (section 22);
give inspectors and investigators a power to require entry to premises used for company business and a right to remain there for the purposes of the investigation (section 23);
provide a more effective sanction for non-compliance with section 447 requirements and provide a sanction for non-compliance with the power to require entry to premises (section 24).
119.The details of these changes and the circumstances in which the changes will apply are set out below.
120.This section replaces section 447 of the Companies Act 1985. That section contained the powers used to carry out the majority of company investigations. In almost all cases, investigations under section 447 are carried out by DTI investigators authorised for that purpose by the Secretary of State. An investigator's powers previously comprised:
a power to require a company to produce documents specified by the investigator;
where any other person appeared to be in possession of documents which the investigator could require the company to produce, a power to require that person to produce those documents;
a power to copy or take extracts from documents produced;
a power to require an explanation of documents produced from the person who produced them or from any past or present officer or employee of the company; and
where a person did not produce specified documents as required, a power to require information from that person about their whereabouts.
121.These powers were limited in ways which were capable of slowing down investigations and undermining investigators' ability to uncover the facts, particularly in cases where companies were prepared to do no more than comply strictly with their legal obligations, narrowly interpreted. First, there was no general power to require answers to questions unrelated to documents produced. Second, while it was clear that persons other than the company under investigation could be required to produce company documents in their possession and other documents held to the order of the company, the question of what other kinds of documents they could be required to produce was open to argument. The primary purpose of new section 447 is to remove these limitations.
122.The previous section 447 also conferred document-gathering powers on the Secretary of State. The Secretary of State had powers to direct a company to produce documents, to require other persons to produce documents (where she could require the company to produce them), to copy or take extracts from documents produced, to require explanations of documents produced from certain persons and to ask about the whereabouts of documents which were not produced. These powers suffered from the same limitations as those affecting investigators, but the main purpose of new section 447 in this regard is only to give the Secretary of State a new, general power to require answers to questions from companies.
123.Previous section 447 stated that the Secretary of State could exercise her powers (including her power to authorise the exercise of powers by an investigator) if she thought that there was "good reason" to do so. This restriction prevented the Secretary of State from acting on trivial, irrelevant or irrational grounds. As such, it added nothing to the restrictions which apply as a matter of general administrative law to the exercise of the Secretary of State's powers. As explained below, the "good reason" restriction has not been included in new section 447
124.Section 452(2) prevented the powers in previous section 447 from being used to compel the production of documents which would be protected from disclosure in civil court proceedings on the grounds of legal professional privilege. Section 452(3) also provided a measure of protection for documents held by banks which relate to the affairs of their customers.
125.Section 21 replaces previous section 447(2) to (7) and (9). (Section 447(1) had already been repealed.)
126.New section 447(2) gives the Secretary of State the power to direct a company to produce documents or to provide information. Because of new section 447(1), the power can only be exercised for reasons relating to the company in question. The Secretary of State can either specify or describe the documents she wants. The Secretary of State's power to require documents under new section 447(2)(a) is narrower than her previous power to require documents under section 447 because it enables her to obtain documents only from the company concerned. But her general power to require information from a company under new section 447(2)(b) is new.
127.New section 447(3) enables the Secretary of State to authorise a person to exercise certain investigatory powers (as previous section 447(3) did). Because of new section 447(1), the decision to authorise must relate to a company. Authorisation is, in effect, a decision to start an investigation of that company. For the first time a person authorised under section 447 is referred to as an "investigator", although this is not a change of substance. Investigators can still be appointed from the DTI's ranks or from outside. An investigator has the power to require the company under investigation, or any other person, to produce documents or provide information. The investigator can either specify or describe the documents he or she wants. These powers are wider than those previously available to investigators under section 447. The general power to require information from anyone is new. It subsumes the existing powers to ask where documents are which have not been produced and to require explanations of documents which have been produced. It also enables, for example, an investigator to require a person to explain his conduct, or give his opinion about something. The power to require the production of documents by persons other than the company is expressed in such a way as to make it clear that third parties can be required to produce any relevant document, not just documents in their possession which belong to the company under investigation or are held to the order of that company.
128.The changes made to the powers of the Secretary of State and investigators do not lessen the protection which exists in relation to legal professional privilege and banking confidentiality. Section 452 of the Companies Act 1985 is amended by paragraph 21 of Schedule 2 so that, among other things, the protection which it provides is applied to the new powers to require information.
129.References to "good reason" are omitted from new section 447, but this is not a change of substance to the grounds for use of the powers. The references have been omitted because (as explained above) they add nothing to the restrictions which apply as a matter of general administrative law. The Secretary of State will not be able to act under new section 447 on trivial, irrelevant or irrational grounds, just as she could not act on such grounds under previous section 447.
130.New section 447(5) provides that a requirement to produce documents or provide information must be complied with at such time and place as the Secretary of State or investigator specifies. Among other things, this enables investigators to require specified documents to be handed over immediately.
131.New section 447(6) provides that a lien on a document is not affected by the production of that document in compliance with a requirement imposed by the Secretary of State or an investigator. In this context a lien is, generally speaking, a legal right to keep possession of a document belonging to someone else until a claim is satisfied – for example, a claim for payment of professional fees. This subsection does not entitle a person to refuse to hand over a document to the Secretary of State or an investigator, but preserves the rights of (for example) the professional in question over those documents.
132.New section 447(8) and (9) re-enact previous section 447(9). These subsections provide that the expression "document" in new section 447 includes information recorded in any form (for example, on paper or electronically). They also provide that, where information is recorded otherwise than in legible form (for example, electronically), the Secretary of State or an investigator can require a copy of it to be produced in legible form (for example in "hard copy") or in a form from which it can readily be produced in visible and legible form (for example, on a floppy disk).
133.New section 447 does not re-enact previous section 447(6) and (7). So the offence of failing to comply with a requirement imposed under section 447 is repealed. To replace it, a new sanction is provided by section 24, which inserts new section 453C (failure to comply with certain requirements) into the Companies Act 1985.
134.Previous section 447(8), (8A) and (8B) is re-enacted with modifications by new section 447A, inserted by paragraph 17 of Schedule 2.
135.Statutory powers are not generally used by the DTI for enquiries carried out when vetting complaints about companies. The vetting process is non-statutory and its purpose is to establish whether a formal investigation (usually under section 447) is appropriate. The process therefore precedes the appointment of investigators with formal powers. A requirement to produce documents or provide information imposed by an investigator using such formal powers overrides any duty of confidence which might in other circumstances prevent the person in question from handing over the document or revealing the information. In the vetting situation, however, there are no statutory provisions guaranteeing immunity from legal liability to a person who, in breach of a contractual or other duty of confidence, provides information in response to an informal DTI enquiry.
136.This is not necessarily to say that a person would not have a defence to a breach of confidence claim in such circumstances. However, the aim of this section is to remove the potential deterrent of having to argue such a defence so that individuals and businesses feel able to volunteer information in response to an informal DTI enquiry. This should give the DTI wider access to the sort of information which can help decisions to be made about whether or not to start formal investigations.
137.The section inserts a new section 448A into the Companies Act 1985.
138.New section 448A(1) provides immunity from legal liability for breach of confidence to any person who makes a “relevant disclosure”.
139.New section 448A(2) defines “relevant disclosure” for this purpose. A relevant disclosure is one which satisfies all of the five specified conditions in subsection (2). These are:
that it is a disclosure which is not made in compliance with a requirement imposed under Part 14 of the Companies Act 1985. This makes it clear that the new statutory immunity relates to information which is volunteered, rather than information which is provided in response to the exercise of an investigation power under that Part;
that the disclosure is of a kind which could be required by the exercise of a power under Part 14 of the 1985 Act – in other words that it is relevant to a matter which could be investigated under that Part and is not covered by the provisions of section 452 (as amended) relating to legal professional privilege;
that the person making the disclosure does so in good faith and believes, on reasonable grounds, that the information he or she is disclosing is capable of helping the Secretary of State for the purposes of the exercise of her functions under Part 14. The "good faith" requirement will make sure that, for example, disclosures motivated by a desire to cause harm to a business competitor will not be protected;
that the information disclosed is not more than is reasonably necessary for the purpose of assisting the Secretary of State in the exercise of her functions under Part 14. This will ensure that only disclosures which are proportionate will be protected;
that it is not a disclosure of a kind described in subsection (3) or (4). The effect of this last condition is that there is no statutory immunity from liability for breach of confidence where:
(i) the disclosure is in breach of a statutory duty of confidence (for example, under the Data Protection Act 1998) (subsection (3));
140.Thus, for example, new section 448A will not make it easier for the DTI, when vetting complaints, to obtain information about companies’ private banking transactions from their banks, because banks will still be exposed to the risk of having to defend breach of confidence claims if they reveal such information in those circumstances.
141.The effect of new section 448A(5) is that reference to statutory duties of confidence includes duties contained in secondary legislation, in Acts of the Scottish Parliament and legislation made under such Acts and in legislation passed or made after new section 448A comes into force.
142.It is often very useful for inspectors or investigators to be able to gain access to company premises or to other premises where records of the company are held or its business is carried on. The premises in question may be trading premises of the company, the address returned to the registrar of companies as the registered office of the company or the home address of one or more of the directors of the company.
143.To be able to gain access to, and spend time on, company premises during the course of an investigation carries great practical benefits. In particular, it enables inspectors or investigators to exercise more effectively their powers to require the production of documents and information under sections 434 and 447 of the Companies Act 1985. More generally, it also offers inspectors and investigators the opportunity to see the company’s operations in practice. Inspectors have relied for this purpose on their power to require, and the directors’ duty to give, reasonable assistance in connection with an investigation, which are provided for by section 434. But investigators authorised under section 447 had no similar power and could only enter and remain on premises (other than in a search warrant situation) by agreement with the company. They might be asked to leave the premises at any time and would be trespassing if they did not do so.
144.Section 23 therefore inserts new sections 453A and 453B into the Companies Act 1985. These new sections provide powers for inspectors and investigators to require access to and to remain on premises which they believe are used for the purposes of the business of the company they are investigating.
145.New section 453A(1)(a) provides that the new powers cannot be used in a particular investigation unless the Secretary of State specifically authorises their use.
146.New section 453A(1)(b) provides that the new powers are exercisable by an inspector or investigator if he or she thinks that it will materially assist his or her investigation of a company. “Inspector” and “investigator” are defined in new section 453A(7) and (8). The effect of the definitions is that the powers are available to inspectors appointed under Part 14 of the Act (except for inspectors appointed only under section 446) and to investigators authorised under section 447.
147.New section 453A(2) sets out the new powers. An inspector or investigator can require entry to “relevant premises” and, having gained entry, can remain there for as long as he or she thinks necessary for the purpose of furthering his or her investigation. “Relevant premises” are defined in new section 453A(3). They are premises which the inspector or investigator believes are used for the purposes of the business of the company under investigation (including premises which are used for other purposes too). If only a part of a building is used for the company’s business, the new powers will only be exercisable in relation to that part, since it will only be that part which constitutes the "relevant premises". Entering that part of the building may involve passing through other parts which are not used for the company's business. New section 453A will permit this. “Relevant premises” also include any part of a private house which the inspector or investigator believes is used for the purposes of the company's business, even if that part is also used for other purposes. The inspector or investigator will be able to move around “relevant premises” to which he or she has gained access and will not be confined only to a limited area (for example, one room).
148.The inspector or investigator can exercise his or her powers to enter and remain only at reasonable times. A visit to business premises outside the company’s trading hours would not ordinarily be regarded as taking place at a reasonable time. Other factors would also determine whether the powers are being exercised at a reasonable time. For example, it might be unreasonable to require access to premises when a major product launch is taking place on those premises attended by all staff and potential customers of the company.
149.New section 453A(4) enables the inspector or investigator to bring other people with him or her when entering premises. For example, an inspector or investigator may need to be accompanied by one or more support staff to help with the copying of paper records, copying (with consent of the company) of computer records, taking notes of interviews or any other matters which may assist with the investigation.
150.When inspectors or investigators seek to enter relevant premises, they must produce evidence of their identity and their appointment or authorisation; and any person accompanying them must produce evidence of his or her identity (new section 453B(2) and (3)).
151.As soon as practicable after they enter premises, inspectors or investigators will be required to hand over to an “appropriate recipient” a written notice describing briefly their powers and the rights and obligations of the company, occupier and any persons present on the premises. “Appropriate recipient” is defined insubsections (8) and (9). Regulations will set out the contents of this notice (new section 453B(4)). If there is nobody from the company present on the premises during the visit, the statement must be sent to the company as soon as reasonably practicable afterwards together with notification of the fact and time of the visit (new section 453B(5)).
152.Intentional obstruction of an inspector or investigator will be an offence (new section 453A(5)). The penalty for committing the offence is provided for by a new entry in Schedule 24 to the Companies Act 1985 added by Schedule 2, Part 3, paragraph 26(4). On conviction on indictment, the penalty is a fine with no maximum limit. On summary conviction, the penalty is a fine not exceeding the statutory maximum of £5,000. This new offence relates only to intentional obstruction. The main sanction for failing to admit an inspector or investigator to premises when required is provided for by new section 453C added by section 24.
153.New section 453B(6) and (7) provide that as soon as reasonably practicable after a visit to premises by inspectors or investigators exercising their new powers, a written record of the visit containing information prescribed in regulations must be prepared. A copy of this record must be given to the company and (if different) an occupier of the premises on request.
154.This section inserts a new section 453C into the Companies Act 1985. It provides the sanction for failing to comply with a requirement imposed by the Secretary of State or an investigator under new section 447 or a requirement imposed by an inspector or an investigator under new section 453A.
155.New section 453C allows the Secretary of State, an inspector or an investigator (depending on who imposed the requirement in question) to take the matter to the civil court, certifying to the court that there has been non-compliance with a requirement. This procedure is therefore known as “certification”.
156.Under new section 453C(1), certification proceedings can be brought:
for any non-compliance with a requirement to produce documents or information under new section 447; or
for any non-compliance with a requirement to allow an inspector or investigator to enter premises under new section 453A.
157.After hearing any witnesses and any statement offered in defence, the court decides whether there was non-compliance with a lawful requirement and, if there was, whether the person on whom the requirement was imposed had any reasonable excuse for failing to comply with it. If the court decides that the person had no reasonable excuse, it can deal with him or her as though the non-compliance were a contempt of court. This means that the court can, for example, punish non-compliance with imprisonment and/or a fine. But in appropriate cases, the certification procedure enables the court to give the alleged “offender” a precise indication of what he or she needs to do in order to comply and so escape punishment.
158.This section gives effect to Schedule 2, makes transitional arrangements for the application of penalties shown in that Schedule and makes specific provision in relation to Scotland.
159.Paragraphs 1-3 make consequential amendments to the Companies Act 1989 to reflect the fact that:
section 2 inserts a new Part 3 to Schedule 11 of the 1989 Act; and
section 3 provides that the Secretary of State can delegate her functions to a body designated under section 46 of the 1989 Act rather than a body established under that section.
160.Paragraph 4 makes a minor amendment to the Companies (Northern Ireland) Order 1990 to bring the competition scrutiny regime in Northern Ireland (under which the Secretary of State must seek competition advice from the Office of Fair Trading when recognising professional audit supervisory and qualifying bodies) in line with the law in the rest of the UK.
161.Paragraph 6 amends section 249E(2) of the Companies Act 1985 which contains provisions applying with respect to certain exemptions from audit to reflect the alterations made by section 8.
162.Paragraphs 7 to 9 apply the provisions concerning offences by bodies corporate and criminal proceedings against unincorporated bodies to the offences relating to disclosure of information in sections 11 and 12.
163.Paragraph 10 amends the Schedule to the Companies Act 1985 setting out the punishments for offences under that Act.
164.Paragraphs 11 to 15 make amendments to the Northern Ireland legislation resulting from the provisions of section 11 amending legislation in Northern Ireland.
165.Part 3 makes certain amendments to the Companies Acts 1985 and 1989 in respect of company investigations.
166.Paragraph 17 inserts new section 447A into the Companies Act 1985. It re-enacts previous section 447(8), (8A) and (8B) with minor drafting changes. New section 447A(1) indicates that statements made to the Secretary of State or an investigator in compliance with a requirement to provide information under section 447 can be used in evidence in legal proceedings against the maker of the statement. But the general effect of new section 447A(2) is to prevent such compulsorily required statements being used against their maker in most types of criminal proceedings (which new section 447A(2) refers to as criminal proceedings in which the maker of the statement is charged with a “relevant offence"). Such statements can, however, be used against their maker in proceedings for the three offences listed in new section 447A(3), which are not “relevant offences”. These three offences exist to deter and punish the making of false statements. They comprise the offence under section 451 of the 1985 Act of providing false information to the Secretary of State or an investigator; and the offences of making false statements otherwise than on oath under section 5 of the Perjury Act 1911 and its Scottish equivalent. It would not be possible to prosecute such offences if the false statement itself could not be used in evidence against its maker.
167.As far as the broad range of criminal proceedings is concerned (proceedings for “relevant offences”), new section 447A(2) provides exceptions to the general rule that statements made under compulsion cannot be used in evidence against their maker. So, for example, a statement can be used in this way if the defence itself seeks to rely on evidence relating to the statement.
168.Paragraph 18 replaces section 449 of the Companies Act 1985. Much of the information, including documents, obtained during the course of an investigation under section 447 of the Act is confidential. Previous section 449 recognised this by restricting its further disclosure. It was an offence under that section for any person to disclose information relating to a company which had been obtained under section 447 unless the company consented to the disclosure. However, there were circumstances where such information needed to be disclosed, for example to allow a criminal investigation to take place or to enable a regulatory or professional body to take action where some wrongdoing or irregularity had been exposed. Previous section 449(1) listed a number of purposes for which information could be disclosed and previous section 449(3) listed a number of bodies to whom it could be disclosed. Such provisions are known as “gateways”. Previous section 449(1B) and (1C) also enabled gateways to be opened by order, and as a result there was a series of orders containing further gateways.
169.The restrictions and gateways in previous section 449 also applied to documents seized under a search warrant in a section 447 investigation.
170.In addition, by virtue of previous section 451A, the gateways in section 449 applied to information obtained by inspectors appointed under Part 14 of the Companies Act 1985, so that the Secretary of State could disclose, or require or authorise an inspector to disclose, such information to a person or for a purpose permitted under previous section 449. They also applied, in a similar way, to information obtained by the Secretary of State in an investigation of share ownership under section 444.
171.In substituting section 449, paragraph 18 has three main purposes:
to consolidate the many amendments which have been made to section 449 since its enactment and to put the various gateways currently provided for by order on the face of the legislation;
to provide for a small number of new gateways, in particular a gateway for the Regulator of Community Interest Companies and a gateway for a body appointed under section 14 of the present Act; and
to apply the restrictions on disclosure and gateways to information obtained by the Secretary of State under new section 448A and to information obtained during a visit to premises by investigators under new section 453A.
172.New section 449(1) applies the disclosure restrictions and gateways to information obtained by the Secretary of State or an investigator exercising powers under new section 447, information volunteered to the Secretary of State under new section 448A and information obtained by investigators during a visit to premises under new section 453A (for example, things the investigators have learned by seeing how the company operates). It also applies the disclosure restrictions and gateways to information obtained by any person accompanying an investigator during a visit to premises under new section 453A. However, because of new section 449(9), the disclosure restrictions do not apply to information which already is, or has been, made available to the public.
173.New section 449(2) prohibits the disclosure of any of this information other than to a person specified in new Schedule 15C to the Companies Act 1985 or in any circumstances described in new Schedule 15D to the Act. In other words, these new Schedules provide for the gateways. The new Schedules are inserted by paragraph 25 of Schedule 2.
174.Disclosure is no longer permitted solely because the company to which the information relates has consented.
175.New section 449(6) provides that to disclose information other than through a gateway is (as previously) an offence. The Act makes no change to the penalty except that it raises the maximum term of imprisonment on summary conviction in England and Wales from 6 months to 12 months (see section 25 and Schedule 2, Part 3, paragraph 26(2)).
176.New section 449(3), (4) and (5) contains a qualified power to amend the two new Schedules by statutory instrument allowing the Secretary of State to open new gateways and make changes to existing gateways.
177.The restrictions and gateways in new section 449 and new Schedules 15C and 15D also apply (by virtue of section 448(8)) to documents seized under a search warrant in a section 447 investigation.
178.Paragraph 19 substitutes section 451 of the Companies Act 1985, with modifications to take account of the changes made by new section 447. The offence of knowingly or recklessly providing materially false information in response to a requirement imposed by the Secretary of State or an investigator under section 447 is re-enacted under new section 451(1). But because new section 447 gives the Secretary of State and investigators a new, general power to require answers to questions, the offence under new section 451(1) applies to any materially false information (other than information contained in a pre-existing document produced to the Secretary of State or an investigator) rather than just to materially false explanations of documents or materially false statements about the whereabouts of documents. The Act makes no change to the penalty for the offence in section 451 except that it raises the maximum term of imprisonment on summary conviction in England and Wales from 6 months to 12 months (see section 25 and Schedule 2, Part 3, paragraph 26(3)).
179.Paragraph 20 makes changes to section 451A so that the rules in section 451A(2) to (4) which currently apply to disclosure of information and documents obtained by inspectors, or by the Secretary of State under section 444, also apply to information obtained by inspectors during a visit to premises under new section 453A or by any person accompanying them.
180.Paragraph 21 replaces section 452(1), (2) and (3) of the Companies Act 1985 to take account of the changes made by new section 447 and to deal expressly with confidentiality of communications in Scotland (the counterpart of legal professional privilege in England and Wales).
181.The substance of previous section 452(1) is re-enacted by new section 452(1) and (5), with modifications to provide expressly for confidentiality of communications in Scotland.
182.Previous section 452(2) provided (among other things) that documents which would be protected from disclosure in civil court proceedings on the grounds of legal professional privilege did not have to be produced to the Secretary of State or an investigator under section 447. It is re-enacted by new section 452(2) with modifications so that it also applies to non-documentary information which would be protected in this way and refers expressly to confidentiality of communications in Scotland. New section 452(5) provides, however, that a lawyer can nonetheless be compelled to disclose the name and address of his or her client.
183.Previous section 452(3) provided a measure of protection for documents held by banks which relate to the affairs of their customers. It is re-enacted by new sections 452(3) and (4) with drafting changes. It is also modified so as to extend the protection to non-documentary information relating to the affairs of a bank's customer.
184.Paragraph 25 inserts two new Schedules into the Companies Act 1985 for the purposes of new section 449 (which provides for restrictions on disclosure and gateways). The new Schedules operate in different ways. As far as Schedule 15C is concerned, disclosure is permitted to any of the persons or bodies listed or, by virtue of new section 449(8), to an officer or employee of such a person or body. But this Schedule does not itself allow onward disclosure by the person concerned. Information disclosed to such a person or body remains protected by the restrictions in section 449. Schedule 15D on the other hand permits a disclosure which is made in any of the circumstances it describes. So where a particular description does not refer to disclosure by or to a particular person, disclosure is permitted by or to anyone (so long as it is made in the circumstances described). The majority of the gateways in new Schedule 15D allow disclosure where it is made for the purpose of enabling or assisting a specified person to exercise a specified function.
185.Paragraph 45 of new Schedule 15D contains a gateway to allow disclosures to be made for the purpose of enabling or assisting a body appointed undersection 14 of the present Act (intended to be the Review Panel of the Financial Reporting Review Panel Ltd) to exercise the functions in section 14(2).
186.The Act provides for two gateways, in respect of investigation material, for the Regulator of Community Interest Companies (see the note on section 27 below). Paragraph 40 of new Schedule 15D contains a gateway to allow disclosures to be made for the purpose of enabling or assisting the Regulator to exercise his functions under the Act. In addition, paragraph 29 of Schedule 2 to the Act amends the Companies Act 1989 so that information obtained while assisting an overseas regulatory authority under section 82 of that Act can be disclosed for the same purpose.
187.Paragraph 27 amends section 124A of the Insolvency Act 1986 so that the Secretary of State cannot base a decision to apply to the court for a company to be wound up in the public interest on the information obtained under new section 448A. The Secretary of State will, however, be able to make such a decision on the basis of information obtained under new section 453A (and will also be able to make such a decision on the basis of information obtained under new section 447).
188.Paragraph 28 amends section 8 of the Company Directors Disqualification Act 1986 so that the Secretary of State can base a decision to apply to the court for the disqualification of a director on information obtained under new section 453A.