• 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.

What is the proper purpose for inspection of a company's register of members by a member of the public who is not a shareholder?

In the recent case of Burberry Group plc v Richard Charles Fox-Davies [2015] EWHC 222 (Ch), 9 February 2015, the High Court considered what might constitute a proper purpose for a member of the public to inspect a company’s register of members.  In Burberry, the High Court held that a company did not have to let a member of the public inspect its register of members.

Request to inspect a company’s register of members under the Companies Act 2006

Under section 116 of the Companies Act 2006 (the Act), any person is entitled, on payment of the relevant fee, to inspect a company’s register of members and be provided with a copy of the register.  However, the person who wishes to inspect a company’s register of members must submit a request containing certain information, including the purpose for which the information is to be used.  Where a company receives such a request, it has, under section 117 of the Act, five working days to allow inspection and/or provide a copy of the register.  Alternatively, if the company believes that the request was not made for a proper purpose, the company may refer the request to the court.  If the court is satisfied that the inspection is not sought for a proper purpose, the court must direct the company not to comply with the request.  However the Act does not define what “a proper purpose” is, and this is therefore left to the court’s discretion.

The Institute of Chartered Secretaries and Accountants (ICSA) released some guidance in 2007, amended in 2009, which dealt with access to the register of members and the proper purpose test.  Since, at the date of publication, no application to court under section 117 had been made, the guidance gives examples of what constitutes a proper purpose and what constitutes an improper purpose.  An example of an improper purpose is “requests from agencies which specialise in identifying and recovering unclaimed assets for their own commercial gain by then contacting and extracting commission or fees from the beneficiaries, where the company is not satisfied that such activity is in the interests of shareholders.”

Consideration of a “proper purpose” by the courts

The court considered what could constitute a “proper purpose” under section 117 for the first time in 2014, in Burry & Knight Limited & Another v Knight [2014] EWCA Civ 604.  In that case, the court held that a proper purpose ought generally, in the case of a member, relate to their interest in that capacity and/or to the exercise of shareholders’ rights.  The court also held that a minority shareholder’s request to access the register of members of two family run companies was not sought for a proper purpose, since the reason why the minority shareholder was seeking access to the register of members was not likely to confer any benefit on the members and was an attempt to pursue “stale” matters.

The Burberry case

In Burberry, the request to inspect the company’s register of members came from an individual (F) specialising in tracing “lost shareholders.” F himself was not a member of the company.  F’s request stated that the purpose for which he wished to inspect the register of members was “to assist and allow shareholders who may otherwise be unaware of their entitlements to reassert ownership or recover the benefit of their property.”  The company had for some time engaged its own tracing agent on terms that were more favourable than the terms offered by F.  The company made an application to court for a direction that it did not need to provide access to the register of members to F.  The company argued that F’s purpose was not proper.  Additionally, F had not included the names and address of any individuals with whom he was going to share the information, as required by the Act.

The High Court held that the company did not have to comply with F’s request as it was made not for a proper purpose, but for F’s own commercial self-interest.  The High Court held that different considerations arise in respect of member access to the register of members, and access by a member of the public.  There is a “strong presumption” in favour of shareholder democracy, a policy of corporate transparency and the promotion of good corporate governance, and as a result, the Court’s approach to a member’s request will be that access should be granted if the purpose relates to the member’s rights.  The company may satisfy the Court on the balance of probabilities that the request is improper.  The strong presumption of shareholder democracy does not, however, apply to a non-member and the emphasis switches to the protection of shareholders.

The High Court also found that F’s request was invalid because it did not set out all the information required by the Act.

Implications of the Burberry case

The Burberry case makes is clear that a company need not comply with a request for access to its register of members unless that request complies in full with the requirements of the Act.  Additionally, whether the request is made for a “proper purpose” may depend on the identity of the person making the request and whether they are a shareholder or not.  The courts’ analysis of “proper purpose” will have regard to the application of shareholders’ rights and shareholder protection. 

For more information, please contact Pippa dos Santos, Corporate Associate