• At Kemp Little, we are known for our ability to serve the very particular needs of a large but diverse technology client base. Our hands-on industry know-how makes us a good fit with many of the world's biggest technology and digital media businesses, yet means we are equally relevant to companies with a technology bias, in sectors such as professional services, financial services, retail, travel and healthcare.
  • Kemp Little specialises in the technology and digital media sectors and provides a range of legal services that are crucial to fast-moving, innovative businesses.Our blend of sector awareness, technical excellence and responsiveness, means we are regularly ranked as a leading firm by directories such as Legal 500, Chambers and PLC Which Lawyer. Our practice areas cover a wide range of legal issues and advice.
  • Our Commercial Technology team has established itself as one of the strongest in the UK. We are ranked in Legal 500, Chambers & Partners and PLC Which Lawyer, with four of our partners recommended.
  • Our team provides practical and commercial advice founded on years of experience and technical know-how to technology and digital media companies that need to be alert to the rules and regulations of competition law.
  • Our Corporate Practice has a reputation for delivering sound legal advice, backed up with extensive industry experience and credentials, to get the best results from technology and digital media transactions.
  • In the fast-changing world of employment law our clients need practical, commercial and cost-effective advice. They get this from our team of employment law professionals.
  • Our team of leading IP advisors deliver cost-effective, strategic and commercial advice to ensure that your IP assets are protected and leveraged to add real value to your business.
  • Our litigation practice advises on all aspects of dispute resolution, with a particular focus on ownership, exploitation and infringement of intellectual property rights and commercial disputes in the technology sector.
  • We have an industry-leading reputation for our outsourcing expertise. Our professionals deliver credible legal advice to providers and acquirers of IT and business process outsourcing (BPO) services.
  • We work alongside companies, many with disruptive technologies, that seek funding, as well as with the venture capital firms, institutional investors and corporate ventures that want to invest in exciting business opportunities.
  • Our regulatory specialists work alongside Kemp Little’s corporate and commercial professionals to help meet their compliance obligations.
  • With a service that is commercial and responsive to our clients’ needs, you will find our tax advice easy to understand, cost-effective and geared towards maximising your tax benefits.
  • At Kemp Little, we advise clients in diverse sectors where technology is fundamental to the ongoing success of their businesses.They include companies that provide technology as a service and businesses where the use of technology is key to their business model, enabling them to bring their product or service to market.
  • We bring our commercial understanding of digital business models, our legal expertise and our reputation for delivering high quality, cost-effective services to this dynamic sector.
  • Acting for market leaders and market changers within the media industry, we combine in-depth knowledge of the structural technology that underpins content delivery and the impact of digitisation on the rights of producers and consumers.
  • We understand the risks facing this sector and work with our clients to conquer those challenges. Testimony to our success is the continued growth in our team of professionals and the clients we serve.
  • We advise at the forefront of the technological intersection between life sciences and healthcare. We advise leading technology and data analytics providers, healthcare institutions as well as manufacturers of medical devices, pharmaceuticals and biotechnological products.
  • For clients operating in the online sector, our teams are structured to meet their commercial, financing, M&A, competition and regulatory, employment and intellectual property legal needs.
  • Our focus on technology makes us especially well positioned to give advice on the legal aspects of digital marketing. We advise on high-profile, multi-channel, cross-border cases and on highly complex campaigns.
  • The mobile and telecoms sector is fast changing and hugely dependent on technology advances. We help mobile and wireless and fixed telecoms clients to tackle the legal challenges that this evolving sector presents.
  • Whether ERP, Linux or Windows; software or infrastructure as a service in the cloud, in a virtualised environment, or as a mobile or service-oriented architecture, we have the experience to resolve legal issues across the spectrum of commercial computer platforms.
  • Our clients trust us to apply our solutions and know-how to help them make the best use of technology in structuring deals, mitigating key risks to their businesses and in achieving their commercial objectives.
  • We have extensive experience of advising customers and suppliers in the retail sector on technology development, licensing and supply projects, and in advising on all aspects of procurement and online operations.
  • Our legal professionals work alongside social media providers and users in relation to the commercial, privacy, data, advertising, intellectual property, employment and corporate issues that arise in this dynamic sector.
  • Our years of working alongside diverse software clients have given us an in-depth understanding of the dynamics of the software marketplace, market practice and alternative negotiating strategies.
  • Working with direct providers of travel services, including aggregators, facilitators and suppliers of transport and technology, our team has developed a unique specialist knowledge of the sector
  • Your life as an entrepreneur is full of daily challenges as you seek to grow your business. One of the key strengths of our firm is that we understand these challenges.
  • Kemp Little is trusted by some of the world’s leading luxury brands and some of the most innovative e-commerce retailers changing the face of the industry.
  • HR Bytes is an exclusive, comprehensive, online service that will provide you with a wide range of practical, insightful and current employment law information. HR Bytes members get priority booking for events, key insight and a range of employment materials for free.
  • FlightDeck is our portal designed especially with start-up and emerging technology businesses in mind to help you get your business up and running in the right way. We provide a free pack of all the things no-one tells you and things they don’t give away to get you started.

When is a request to view a company's register of members 'for a proper purpose'?

Pursuant to section 116 of the Companies Act 2006 (the “Act”), any person may inspect a company’s register of members on payment of any relevant fee, provided they first submit a request containing prescribed information to the company, including the purpose for which the information is to be used.

Upon receipt of a request, the company must, within five working days, either comply with the request or refer the request to court if the company believes the request is not made for a proper purpose.

Section 119 of the Act provides that, in relation to a request made under section 116, it is a criminal offence if someone knowingly or recklessly makes a statement that is materially misleading, false or deceptive, or discloses information obtained or fails to prevent the disclosure of that information knowing or having reason to suspect that the recipient may use the information for an improper purpose.

The Act does not provide guidance on what is meant by ‘proper purpose’.

In Fox-Davies v Burberry PLC [2017] EWCA Civ 1129, the court gave consideration to the meaning of this phrase.  Here, an individual, who ran a tracing agency that located lost members of public quoted companies, submitted a request to inspect a company’s register, citing his reason as being “to assist and allow shareholders who may otherwise be unaware of their entitlements to reassert ownership or recover the benefit of their property.”  The individual was not a member of the company.

In response, the company referred the request to court in order to obtain relief from disclosing the register to the applicant, arguing that his purpose was not proper, as it was not clear who would have access to the shareholders’ personal information or how it would be kept confidential.  It is worth noting that the company had already engaged a tracing agent itself in order to assist with locating lost members.

At first instance, the High Court held that the company did not have to comply with the request because it was both invalid, as it did not identify the names and addresses of the persons to whom the information would be disclosed (as required by section 116(4)(d)) and made for an improper purpose, as the stated purpose was not the real purpose of the request (the real purpose being to extract a commission or fee from lost members).  The individual appealed the decision.

The Court of Appeal dismissed the appeal and upheld the Registrar’s decision that the request was invalid and for an improper purpose (though their reasoning as to why the purpose was improper differed).  In doing so, the Court gave the following guidance in relation to the meaning of ‘proper purpose’:

  • the proper purpose test is objective and the onus is on the company to show that the purpose is improper;
  • there is no requirement that a request be in the interests of shareholders – this is not specified in the Act and there is no reason why it should be implied;
  •  the court can look beyond the purpose stated in the request and consider surrounding circumstances that may be relevant; and
  • the test is the same whether a request is submitted by a member or a non-member.

If a company receives a section 116 request, it should carefully ensure it meets all the requirements of section 116(4) and closely examine the reasoning given by the applicant.  If there is doubt as to whether the stated purpose is proper, the company should seek advice as to the merits of referring the request to court.

Contact our experts for further advice

Adam Kuan