Minority shareholder (MS) allegations against the
majority sound in courtrooms throughout the world, with common accusations
being, that the majority has excluded the minority from active participation in
the business, has mismanaged or misappropriated assets, taken excessive
remuneration or has failed to pay dividends. [1] Creating a regime, which provides effective MS
protection, has proved difficult, as it by nature clashes with the sanctity
accorded to the principle of majority rule. Between 1995 and 1997 the English
LC (Law Commission) conducted an extensive inquiry into MS remedies. Some of
these reforms were implemented by the Companies Act 2006. [2] (CA) With the challenge, for those drawing up the act,
to strike the right balance, between managerial freedom and investor
protection. [3] The new CA has introduced a number of changes,
including the codification of directors' duties; changes to the derivative
action procedure as well as the re-enacted rules on unfair prejudice. Key
remedies available to MSs, are the derivative action, where the shareholder
sues the company directors on behalf of the company, [4] and the unfair prejudice action whereby a shareholder
sues the majority shareholder or shareholders who control the company. [5]
S14 CA 1985 (s33 CA 2006)
When disagreements occur in a
company, which cannot be resolved amicably, shareholders will usually look to
the constitutional documents of the company for a remedy. [6] MSs can enforce the terms of the articles as part of
the contract of association based on s 14(1) of the CA 1985, now s33 CA 2006. [7] It provides, that the memorandum and articles, when
registered, bind the company’s members to the same extend as if they had each
signed and sealed them, and they contained a covenant by him or her, to observe
all provisions contained therein. The section creates a contract, which forms
the basis of legal relations, between the company and its members, and between
the members inter se [8] . Any breach is therefore in principle actionable. The
normal contractual remedy of damages, for breach of contract, is available and
injunctions may be obtained. [9] A member does not have a personal right to enforce all
the provisions of the articles, for example, where there are breaches of the
articles which are ratifiable, he has no such right. [10] Ultimately, what constitutes a personal right must
depend upon the terms of the articles and the event giving rise to the alleged
breach. [11] For the right to be personal, the court must be
satisfied that, properly construed, the right has accrued to the member
individually and not simply to him in common with other shareholders. Funding
is often a consideration for shareholders bringing a claim. Where capital
payments or unpaid dividends are sought, using the statutory contract of
membership to bring a ‘direct claim’ is an attractive option, because
conditional fee agreements are available. Claims in damages for breach of
contract would likewise render such claims amenable. When the remedy sought is
an injunction, or a declaration on the other hand, conditional fee agreements
are not available, which serves to make this option perhaps less attractive to
shareholders. [12]
The Derivative Action
A derivative action is
concerned with recovering damages, property or funds which belongs to the
company, for wrongs done to it. [13] Under the rule in Foss v Harbottle , the company
was the proper claimant for any wrongs done to it, and companies were not
required to act at the request of their shareholders, even to pursue the
company's rights in relation to an alleged wrong. [14] “What [a shareholder] cannot do is to recover damages
merely because the company in which he is interested has suffered damage, Prudential
Assurance v Newman ., [15] The first of two principles in the Foss v
Harbottle [16] rule is that, where a wrong has been done to a company,
only the company, not the individual member can take action, this is referred
to as the ‘proper plaintiff’ principle. [17] Allowing a third party to bring an action in relation
to wrongs done to another, could lead to multiple actions being brought against
a single defendant, in relation to a single wrong, and a defendant could face
as many actions as there are shareholders. [18] The second principle is that the will of the majority
of the members of the company should in general prevail in the running of its
business. This is known as the “majority rule” principle. The existence of the
rule is justified by the need both to prevent double recovery and to provide
protection for the company's creditors, who might be prejudiced if the
shareholder's claim were to succeed, Johnson v Gore Wood . [19] , This meant, that in order to bring a derivative
claim, a shareholder had to fit his case into one of the exceptions to the rule
in Foss v Harbottle namely: 1) that the company was controlled by the
wrongdoers causing fraud on a minority; or 2) that the actions of the majority
were ultra vires; or 3) that the personal rights of the members had been
infringed and that the breach could not be rectified by a simple majority vote.
An example of types of cases, within the boundary of the exceptions to the rule,
are cases involving fraud on the minority, as in Cook v Deeks [20] . [21]
Historically MSs faced hurdles
establishing their case, when relying on the ‘fraud on the minority exception,’
having had to show not only serious non-ratifiable breach of directors’ duties,
but also that wrongdoers still legally controlled the company. In a small
private company, this may not cause any difficulty in practice, but in a public
listed company, with a large share capital and numerous shareholders, where
shares are held by nominees and trustees, it is very difficult for an
individual shareholder to show who controls the shares. [22] Another major problem with a derivative action under
the old law, was that the ratification of the conduct of the directors, by the
majority of the members, was a bar to bringing a derivative action, thus
circumstances in which a shareholder could bring an action, to enforce a cause
of action, vested in the company, were often limited.
The rule in Foss v
Harbottle was criticised by both the Cohen and Jenkins Committees [23] , [24] . Later the extensive inquiry by the English LC, resulted in recommendations
to abolish the rule in Foss v Harbottle, and its exceptions, at least in
part, and to replace the existing derivative procedure with a new form of
derivative action. [25] , [26] From the LC’s report it is evident, that it was
conscious of the need to achieve a balance between the ability of the company
to function effectively on a day to day basis, without the unnecessary
interference of challenges from shareholders, and the need to protect MSs and
enhance shareholder confidence, by providing shareholders with a route for
redress in certain circumstances.
The new rules are
found in sections 260 to 264 of the 2006 Act. Claims can be made in respect of
acts or omissions, negligence, default or breach of duty by a director or a
third party. They may be brought by any member regardless of membership status
at the time of the alleged breach. Indeed, claims can be brought by a person in
respect of breaches alleged to have occurred before shares were purchased. [27] The act provides notable changes in that in
ratification under section 239, no vote by either the director or member, whose
conduct amounts to negligence, default, breach of duty or trust, or any member
connected with him, will count. Where the wrongdoing has been authorised or
ratified, the court can disregard it if it has been authorised or ratified by
way of the votes of the accused directors. However MSs have not been given a
carte blance to sue the majority, in that considering whether to give
permission to bring an action, the court must take into account s263(3), in
particular whether the shareholder is acting in good faith in seeking to
continue the claim. It is a two stage test, requiring the shareholder to
obtain the court’s permission to continue a claim. Firstly, the court must bring
proceedings to an end if there is no prima facie case; and secondly the court
has a discretion to refuse, or grant leave to continue a claim, taking
account of specified matters such as whether directors acting in accordance
with their new duty to promote the success of the company would not seek to
continue the claim; or the matter complained of has been authorised in advance
or has been ratified subsequently.
The new provisions appear to
offer more protection for shareholders. Part 11 of the Act gives shareholders,
for the first time, a statutory right to sue directors in a derivative action , [28] even if the directors concerned have not benefited
from their negligence. This is a significant change from the Common Law
position, Pavlides v Jensen . [29] However, concerns raised, that the changes to the derivative action regime
could lead to increased tactical litigation against directors from activist
shareholders, have been unfounded . [30] Thus, the CA 2006 does not formulate a substantive rule to replace the
rule in Foss v Harbottle as hoped by some, but rather a new procedure for
bringing actions based on the existing rules, according to the
Attorney-General, Lord Goldsmith. He said, it is a fail-safe mechanism, rather
than a weapon of first resort, and was at pains to make it clear that it is not
expected there will be a significant increase in the number of derivative
claims. Courts will continue to retain a wide discretion over whether a
derivative claim may proceed. It is important to remember that damages are paid,
not to individual shareholders, but to the company itself, and yet it is the
shareholder, who brings the action, who may be required to bear heavy legal
costs [31] thus the practicalities of financing shareholder
litigation will remain a major obstacle to MSs wishing to bring claims. [32]
A dozen years ago,
Professor Sealy predicted that, even if Parliament provided a statutory remedy,
the courts would reinvent just as effective way of saying ‘go away’. [33] , [34] In view of the CA 2006 Act, and recent case law, this
seems a remarkably accurate prediction. There is nothing in the new procedure
that will convince a rational shareholder he should be better off litigating
the case on behalf of the company, rather than selling his shares. Regrettably,
the common law position on costs of derivative claims has not changed
significantly either, and costs and fees rules need to be re-evaluated if any
real change is to occur. [35] The availability of alternative remedies for an
aggrieved shareholder is an important factor in determining whether the court
will grant permission to continue a derivative action. The court will look at
the bigger picture of what is best for the company, as well as what is best for
the member. In cases where a company is controlled by wrongdoing directors, who
are also major shareholders, it is likely that an action under S.994 will be
more appropriate. [36] This means it may only be in limited cases that the new derivative action
will be a useful tool for activist shareholders, who want to apply pressure on
directors. They will instead be directed towards an action under S.994. This
means, that any legal action will have to be personally financed by the member,
and the most likely remedy will be a buyout of shares at a fair value, which in
the case of a very small minority shareholding may not be worth pursuing. [37] Nevertheless, s459 plays an important role in
balancing the rights of the MS against those of the majority. Without it, MSs
would find their investments protected only by the magnanimity of the majority. [38]
Unfair prejudice
While derivative actions are
still proving difficult under the 2006 Act, claims by MSs for unfair prejudice
have been unaffected by the 2006 Act. Sections 994-996 largely replicate the
provisions in the 1986 Act and provide as follows: "A member of a company
may apply to the court by petition for an order under this Part on the ground..
that the company's affairs are being or have been conducted in a manner that is
unfairly prejudicial to the interests of members generally or of some part of
its members (including at least himself).." [39] Both petitioner and respondent will be shareholders,
and typical grounds for unfair prejudice will include breach of a legal bargain
between the shareholders (such as a shareholders agreement or the company's
articles of association), breach of fiduciary duty (by a director who is also a
shareholder) and breach of an equitable agreement or understanding, exclusion
of a MS from management and a misappropriation or diversion of corporate
assets. Other typical allegations include failure to provide information,
improper increases in share capital, excessive remuneration and non payment or
payment of inadequate dividends. [40] , [41]
The court has a wide
discretion in relation to remedies, and can make an order as it sees fit as it
could under s996(1) CA 2006 but the usual order will be that the respondent
purchases the petitioner's shares at a value that takes account of the unfair
prejudice suffered. Usually a plainly reasonable offer to buy out [42] the MS, at an appropriate price, will provide a
defence to a claim based on alleged unfair prejudice, precisely because
excluding a shareholder from the company's affairs is only unfair if it is
exclusion without a reasonable offer, O'Neill v Phillips [43] , [44] .
Until 1947 the only protection
that shareholders in the United Kingdom had, against oppressive behaviour by
those in control of the company, was the remedy of just and equitable winding
up.
‘The remedy under section
122(1)(g) of the Insolvency Act 1986 of winding up on just and equitable
grounds is important to the consideration of section 459, for two main reasons.
Firstly, it is common for section 122(1)(g) to be pleaded in the alternative to
section 459. Secondly, the principles developed by the courts in construing the
meaning of “just and equitable” in this context have, to a certain extent, been
imported into their consideration of the requirements of section 459’. [45]
The court may make an order to
wind up a company under section 122(1)(g) of the Insolvency Act 1986 if it “...
is of the opinion that it is just and equitable that the company should be
wound up”. Strong grounds need to be shown before the court will make a winding
up order at the instance of a MS, Ebrahimi v Westbourne Galleries. [46] It is worth noting that, section 125[2] of the Insolvency Act stipulates
that the dissolution curative will not be available if there is an availability
of another remedy other than the remedy of dissolution.
On recommendation of ‘the
Cohen Committee’ in it’s report from 1945 s.9 of the CA 1948 was introduced
offering relief to MS under the presence of oppression [47] , [48] . In 1962 ‘the Jenkins Committee’ recommended a
widening of the provision to include complaints of unfair prejudicial conduct, [49] this was subsequently to become ss.459- 461 of the CA
1985 [50] today the 994-996 CA 2006. It provides that if the
court is satisfied that a petition is well founded, it may make such order as
it thinks fit for giving relief in respect of the matters complained of. The
court may make all or any of a number of orders specified in subsection 2,
including orders regulation the future conduct of the company’s affairs,
requiring the company to do or refrain from doing some act and an order
providing for the purchase of petitioner’s shares by other members of the
company or the company itself.
The aim of the Jenkins
Committee was to afford more effective protection to MSs and they were anxious
that the section extended to cases “... in which the acts complained of fall
short of actual illegality“. In Saul D Harrison , [51] the Court of Appeal laid down guidelines as to when
conduct will be “unfairly prejudicial”. In that case, Hoffmann LJ accepted that
the test of unfairness was objective, but he considered that rather than
referring to a “reasonable bystander” it was more useful “... to examine the
factors which the law actually takes into account in setting the standard”. [52] Hoffmann LJ also held that conduct could be unlawful
but, nevertheless, might not be unfairly prejudicial, so it followed that “...
trivial or technical infringements of the articles were not intended to give
rise to petitions under section 459”. [53]
However, as opposed to New
Zealand, Australia and Canada where different criteria for determining unfair
prejudice are provided, in UK provisions a definite definition of Unfair
Prejudice has not been given by the courts. [54] The Company Law Review decided that it would not
update the unfair prejudice provisions for the CA 2006 . It had examined various proposals that the LC had
made, but was unenthusiastic. Examples of unfair prejudice are, failure to
provide information regarding the operation of the company, improper
manipulation of shareholding, breaches of director’s duties, excessive
remuneration Re a Company, Alteration of articles of association Allen v
Gold Reefs of West Africa Ltd , [55] Non-payment of dividends and mismanagement Re
Elgindata Ltd ,Warner J , [56] not to mention perhaps the most common allegations in
petitions under section 459; that the petitioner has been excluded from the
management of the company, but lack the exit strategy in the form of a market
for their shares. [57] Saul D Harrison.
Even where continued
involvement in the management of the company may be regarded as part of the
petitioner’s legitimate expectations, his exclusion will not necessarily be
unfair. The court will look at the conduct leading up to the exclusion to see
if it was justified and, more importantly, at the terms on which the exclusion
was effected to see if they were fair. [58] Exclusion will often constitute unfair prejudice where
it breaches the company constitution or where it breaches a common
understanding between members that has lead to a legitimate expectation of
participation. In O’Neill v Phillips however [59] , the House of Lords stated that the minority has no
legitimate expectation of a harmonious relationship [60] and that the majority in such a situation is under no
obligation to make a fair offer for the shares held by a minority wishing to
leave the company. [61]
Another obstacle
to the disgruntled MS seeking a remedy under 459 is the question of expense.
While the application of s994-996 certainly suffers from certain problems, O’Neill
v Phillips provided clarification as to the correct interpretation of
unfair prejudice. It did however fail to provide a solution to the labyrinthine
nature of s994-996 litigation, with its incumbent costs and expenditure of
court time. The LC in it’s report concluded that the proceedings were not only
time consuming but also complex and costly. For instance, in Re Elgindata
Ltd [62] , the court hearings prolonged for 43 days and it
resulted in an expense of £320,000. Further, in Re Macro [Ipswich] Ltd [63] case, the litigation lasted for 27 days and finally
the parties to the disputes claimed that they were eligible to recoup the cost
of £725,000. In an effort to minimize costs of prolonged litigation and of
highly realistic litigation on unfairly prejudicial conduct, the U.K LC
advocated, for the CA 2006, the employment of rebuttable assumption that a
shareholder who has been prevented from management be regarded as a casualty of
unfairly detrimental conduct to apply if the petitioner held at least 10% of
the voting rights of the company and had been bumped off from the directorship
or has otherwise been thwarted from carrying out the directorial
responsibilities. [64] This was rejected by theCompany Law Review. The court
has no jurisdiction in proceedings under section 459, unlike derivative
actions, to grant the petitioner an advance order requiring the company to
indemnify him as to costs. Petitioners under section 459, in contrast to
shareholders who bring a derivative action, are, however, eligible for legal
aid. [65] ,
[1] How should U.K. and U.S. MS remedies for unfairly
prejudicial or oppressive conduct be reformed? By Miller, Sandra, American Business Law Journal , , p. 1.
[2] Derivatives Claims inder the Companies Act 2006; Much
Ado about nothing? Arad Reisberg
[3] Ibid p 2
[4] now enacted in the CA 2006
[5] New rules but Little Action, John Sykes, Partner and
Lynne Gregory, Associate, Charles Russell, 18 May 2009, p. 1
[6] Kemp Little LLP, Andy Moseby, I’m a Minority
Shareholder get me out of here
November 2003, p.1
[7] MS’s Remedies, A.J. Boyle, p.13
[8] Ibid, p.15
[9] Ibid p 54
[10] Ibid, p.13
[11] The LC, Shareholder Remedies p. 20
[12] MS’s Remedies, A.J. Boyle, p. 59
[13] MS’s Remedies, A.J. Boyle, p.7
[14] New rules but Little Action, John Sykes, Partner and
Lynne Gregory, Associate, Charles Russell, 18 May 2009, p. 1
[15] [1982] 1 Ch 204 at 210. [1916] 1 AC 554
[16] 1843 2 Hare 996; ER 189
[17] (no 2) 1882 Ch 204,210
[18] The LC, Shareholder Remedies p. 31
[19] [2002] 2 AC
[20] [1916] 1 AC 554
[21] The Law Commisssion, Shareholder Remedies p. 31, 32
[22] Ibid p.32
[23] MS’s Remedies, A.J. Boyle, p.11
[24] . MS’s Remedies, A.J. Boyle, p.11
[25] procedure‘with more modern, flexible, and accessible
criteria for determining whether a shareholder can pursue the action
[26] The LC, Shareholder Remedies p.5
[27] New rules but Little Action, John Sykes, Partner and
Lynne Gregory, Associate, Charles Russell, 18 May 2009, p. 1
[28] on behalf of the company for negligence, default and
breach of duty or breach of trust.
[29] [1956] 1 Ch 565).
[30] There have been very few reported cases of a derivative
claim having been brought under the 2006 Act. In one of the first reported
decisions, Franbar Holdings Ltd v Patel and ors (2008), the High Court refused
an application under section 261 of the 2006 Act for permission to continuea
derivative claim. The principal reason for the court’s decision appears to have
been the availability of a remedy under S.994 of the CA 2006
[31] Derivatives Claims under the CA 2006; Much Ado about
nothing? Arad Reisberg p.14
[32] MS’s Remedies , A.J. Boyle, p. 10
[34] MS’s Remedies , A.J. Boyle, p. 10
[35] Andy Moseby, I’m a Minority Shareholder get me out of
here p.1
[36] Derivative Actions, Published by The Information
Network For Legal Professionals, Written by Ed Weeks, p.1
[37] How should U.K. and U.S. MS remedies for unfairly
prejudicial or oppressive conduct be reformed? By Miller, Sandra, American Business Law Journal , p. 10.
[37] Derivative
Actions, Published by The Information Network For Legal Professionals, Written
by Ed Weeks, p.1 [39] A criticism of the contractual approach to unfair
prejudice, Paul Paterson, The Company Lawyer Vol. 27 No 7 p. 204
[40] A number of allegations concern conduct which, prior to
the introduction of the oppression remedy, might have been the subject of a
derivative action or a personal action under section 14 of the CA 1985
[41] The LC, Shareholder Remedies p.62
[42] [1999] UKHL
[43] Keemp LLP, Andy Moseby, I’m a Minority Shareholder
get me out of here, p1
November 2003 p.3
[44] [1999] UKHL
[45] The LC, Shareholder Remedies p.73
[46] Ltd [1973] AC 360
[47] A criticism of the contractual approach to unfair
prejudice, Paul Paterson, The Company Lawyer Vol. 27 No 7 p. 204
[48] Ibid p. 204
[49] Ibid p. 204
[50] The LC, Shareholder Remedies p.62
[51] [1995] 1 BCLC 14.
Ibid p.84
[52] Ibid p.85
[53] Ibid p.85
[54] A criticism of the contractual approach to unfair
prejudice, Paul Paterson, The Company Lawyer Vol. 27 No 7 p. 205
[55] [1900] 1 Ch 656
Shareholder Remedies p.92-93
[56] The LC, Shareholder Remedies p.94
[57] A criticism of the contractual approach to unfair
prejudice, Paul Paterson, The Company Lawyer Vol. 27 No 7 p.206
[58] LC, Shareholder Remedies p.89-90
[59] A criticism of the contractual approach to unfair
prejudice, Paul Paterson, The Company Lawyer Vol. 27 No 7 p. 206
[60] Ibid p. 209
[61] Ibid p 212
[62] Re Elgindata Ltd [1991]
BCLC 959
[63] [1994] 2 BCLC 354.
[64] How should U.K. and U.S. MS remedies for unfairly
prejudicial or oppressive conduct be reformed? By Miller, Sandra, American Business Law Journal , Tuesday, June 22
1999 , p. 1.
[65] The LC Report, Shareholder remedies p. 120
Having a house is necessity of people. Imagine when
you have all the appliances but you don’t have a house or your family is
growing in number but your house has no enough living accommodation. It seems
that it will become another problem not mentioning your previous unresolved
issues. Thus, you will come up in buying new house that has more living space
that can accommodate your appliances and your growing families. On the other
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thinking buying or moving into a new house? And, convert that unused space in
your house into functional space. It will not only save you up money in buying
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house is to convert your unused room into functional room. Hence, finding
professional loft conversion builders
can not only save your money in moving another house but also a perfect
solution for growing families. You can be sure that you cannot just save more
money but also will increase your property value without moving on other house.
(Sunday, 18 September 2011) Written by Steve Knowles
Is there a comparable power for private comanpies to require someone to sell their shares if they have less than 10% when everyone else has accepted the offer.
To all members of this forum who’s interest focuses on the functioning of corporate boards and the role of directors: Persons interested in discussion related to the functioning of corporate boards are invited to contribute and share their experience, views and ideas in this blog. Board conduct and board efficiency in respect to corporate performance constitute core subjects of my current research project. I approach board functioning from the group dynamics perspective. Moreover, much attention is devoted to the role of individual directors in relation to corporate board dynamics. I will be posting systematic updates of my study progress in this blog. Comments will be welcome. In the meantime you can contact me directly: e.m.dorenbos@uvt.nl , cc: edyta.dorenbos@dsf.nl
Hi everone,
I'm looking for some advice. I'm a 42 yr old professional engineer who works for a Japanese company (19 yrs) in north west england. We have a head office in London but our company is Japanese owned (privately).
Anyway to the point.
On wednesday23rd March 2011 I had my yearly appraisal with my senior manager (British - who is leaving at the end of this month) and my department manager (Japanese). My appraisal was in the form of a MS Excel document which was presented with all 3 parties present. The basics of it said that I had met my targets and had achieved my goals for the past 12 months.
However today (Thurs 24th Mar) I discovered, on the photocopyer, the same form - with my name titled but with somewhat different results. This 'new' appraisal sheet stated that I had not met any targets and claimed I was underachieving in all of my projects. It had been printed by my Japanese department manager according to the photocopyer/printer log. This form will now be sent to head office in London.
My qustion is 'what course of action can I take against the company (individuals) and what would be the law on this type of action (i.e. are they breaking any). Also is ther anything anyone would recommend me doing?
Many thanks
Mark
(Saturday, 12 February 2011) Written by Kevin Gray
My brother and I are 50% shareholders and directors in a company. Dont particularly get on. He arranged a board meeting to sign off accounts which i didnt attend as i wanted more information about the companies activites before going to the meeting. He had refused to give them. He adjourned the meeting and then reconvened another meeting without telling me, the nafter stating he had followed the articles of association and had the appropriate " quarate", himself, he appointed two other directors in my absence.
Question is without me knowing the meeting was taking place can he do it
second question is I havent seen the articles of association since he amended them so he might be in his rights.
Any thoughts
i registered a company through my accountant in May 2010.
the company was called Health Bureau (UK) Limited.
in October i was informed by Comapanies House there had been an objection to my company name, and that i had to change it.
the objection came from a company called The Health Bureau Limited.
they registered their company in August 2009.
so i changed my company name to HB (UK) Limited.
i still use the name Health Bureau as a trading style.
now i know the other company reg with companies house first, but i intended on setting the business up before hand. this is shown by me registering the domain name in June 2009.
because of the long time taken planning the business and its activities, i registered the comany name later.
now The Health Bureau Limited wants me to stop using Health Bureau as a trading style.
my company offer a range of treatments and services for businesses and individuals, such us physio/rehab to occupational health. they are a consulting company focussing on international health and oral health.
WHERE DO I STAND LEGALLY?
(Friday, 10 December 2010) Written by Gerry Bunten
I have to say after just over a year of the new Act being in force that in the main it turned out to be a disastrous affair. What started off as a brilliant idea to simplify much convoluted requirements actually apart from a few exceptions is now more convoluted than ever. Things that were promised were taken away and things that did actually make it through did not end up as they should have done. I would give examples but there are too many. Whoever was responsible for the final drafting should hang their heads in shame. An absolute disaster to something that could have been so good. Bring back the 1985 Act for most of the stuff, I know we have three quarters of it re-written but this 2006 Act in the whole is actually worse than its predecessor by far, sorry but its true.
GB
Opinion