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This chapter describes the ways in which members make decisions for a company and the procedures for obtaining their decisions. The members of the company are the subscribers and any other person who agrees to become a member, by allotment or transfer, and whose name is entered on the register of members. The company is required to keep a register of members, which the court has power to rectify. Alternatively, the company will in due course be able to opt to keep information on a central register in order to avoid the need for a register of members.

The Scheme is designed as a fall-back position; if the construction contract in question does not contain the adjudication provisions set out in s108, or if it does not include the payment provisions set out in s109 of the 1996 Act, then the provisions of the Scheme apply as implied terms of the contract (s114(4)). Although many of the standard forms of construction and engineering contracts now contain specific adjudication and payment provisions that comply with the Act, so the parties do not need to have regard to the Scheme, there are many construction contracts, particularly for smaller works, which do not contain such provisions.

Intellectual property is often said to be an invention of the nineteenth century. It is true that the importance of incentivizing innovation and encouraging investment in creative activities was recognized on a general scale only in the wake of industrialization, leading to the enactment in many countries of patent laws, modern-style copyright laws, or industrial design laws. Before that, protection for those achievements had only been granted in the form of privileges, serving the interests of particular trades or professions, and ultimately those of the sovereign. The period of industrialization also saw the emergence of the first trade mark laws in the modern sense that entitled the proprietors of such marks to enjoin others from using the same marks or a similar sign for their own products.

This chapter and that following provide a commentary upon Hague 35, amplifying the text of the Convention by reference both to the Explanatory Report upon the Convention prepared by Professor Lagarde, the Rapporteur to the Special Diplomatic Commission at which the Convention was agreed (hereafter ‘the Lagarde Report’) and to the limited number of cases before domestic courts in which the Convention has been considered. In these chapters, we identify those areas in which particular problems of interpretation or implementation have been or appear likely in future to be encountered, as well as suggest solutions to those problems. An assessment of the Convention as a whole then follows in Chapters 10.

As an alternative, or in addition, to the avoidance provisions available under the Insolvency Act 1986 a transaction may, in an appropriate case, be challenged under provisions of the Companies Act 2006 as a transaction exceeding constitutional limitations. Other directors’ duties may also be raised in an action, such as the duty to act in good faith to promote the success of the company.

When the judge has finished his summing-up, a court usher takes an oath to keep the jury in some ‘private and convenient place’, to prevent anybody speaking to them without leave of the court, and not to speak to them himself ‘except it be to ask them if they are agreed upon their verdict’. Having so sworn, the usher, who is referred to as the jury bailiff, leads the jury to their room and stations himself outside. During the period of their retirement the jury are kept together so that through discussion and argument they can arrive at a unanimous verdict (or, at least, at a verdict upon which the requisite majority of them are agreed: see 21.34 to 21.37). As far as possible, they are kept apart from everybody else, because no outside influences should affect a jury’s verdict. They and they alone must reach a decision on the guilt or innocence of the accused, and they should reach that decision solely on the basis of the evidence and speeches they have heard in court combined with their own experience of life and good sense. Three interconnected rules are designed to ensure that nothing untoward occurs while the jury are considering their verdict.

Article 64 (Opinion of the Board) (see too recital 136); Article 65 (Dispute resolution by the Board) (see too recital 136); Article 66 (Urgency procedure) (see too recital 137); Article 68 (European Data Protection Board) (see too recital 139); Article 69 (Independence) (see too recital 139); Article 70 (Tasks of the Board) (see too recital 139); Article 71 (Reports); Article 73 (Chair) (see too recital 139); Article 74 (Tasks of the chair); Article 75 (Secretariat) (see too recital 140); Article 76 (Confidentiality).