M&A Weekly Update: The Registrar of Companies v Swarbrick & Ors; FCA guidance on listing rules; and more

A recent High Court case exemplifies the difficulties in removing information filed at Companies House from the public register. In The Registrar of Companies v Swarbrick & Ors (Administrators of Gardenprime Ltd) [2014] EWHC 1466, the registrar appealed against a court order requiring it to remove information.

Section 1076 of the Companies Act 2006 permits the registrar to replace a document that has not been properly delivered. The court, in making the initial order, found that because the disputed document contained ‘unnecessary material within the meaning of section 1074’ it had not been properly delivered and ordered its removal. In fact, the unnecessary material was information that was permitted by statute to be included but was confidential. The registrar argued that it therefore did not meet both limbs of the definition of unnecessary material defined in the act as material that ‘(a) is not necessary in order to comply with an obligation under any enactment and (b) is not specifically authorised to be delivered to the registrar’, interpreting (b) as meaning authorised by statute.

The court looked in detail at sections 1074 and 1076 (paragraphs 74 and 81). It concluded that the court order rendered the disputed material ‘unnecessary material’ and once a court order had been properly made the registrar must comply with it…

Click on the link below to read the rest of the Macfarlanes briefing.

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