Abstract / Description of output
The final provisions of the UK’s Companies Act 2006 have now been in force for 10 years. Part of this regime included a new form of model constitution, known as the Model Articles. This article uses empirical data to establish whether the Model Articles have been used in practice or not. To do so, it tracks the constitutions of a sample of companies (those incorporated in Scotland in October 2009) from their incorporation until December 2017. It undertakes a leximetric methodology to code 12 variables across the constitutions, with a 0 being coded for convergence to the default regime and 1 being coded for divergence from the default regime. The results show that the majority of companies do not deviate from the default regime, other than in one respect: most allowed for the ability to appoint alternate directors. More importantly, however, the dataset shows that few of the sample companies amended their articles of association following incorporation, and that there is a strong correlation between certain coding patterns and the presenter, or formation agent, used to incorporate the company.
Original language | English |
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Number of pages | 41 |
Journal | European Business Organization Law Review |
Early online date | 19 May 2021 |
DOIs | |
Publication status | E-pub ahead of print - 19 May 2021 |
Keywords / Materials (for Non-textual outputs)
- company law
- corporate law
- leximetrics
- empirical methodolgy
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Jonny Hardman
- School of Law - Senior Lecturer
- Edinburgh Centre for Commercial Law
Person: Academic: Research Active