Corporate Blawg UK

Jobs for the boys

The arms race between HM Revenue & Customs and large corporations is a funny conundrum.  On the one hand Gordon Brown and HMRC tighten up tax loopholes to increase their revenue and secure employment of their employees.  On the other, large corporations pay huge sums to tax advisors to reduce their corporation tax payments and secure employment of their employees.  Accordingly, Corporate Blawg considers that fundamentally the purpose of corporation tax is to keep tax advisors and other intelligent people in well-paid jobs so they do not go out on the streets and riot.

To ease Corporate Blueg's cold he ventured into Marks & Spencer to purchase an orange&raspberry drink - his favourite comfort vitamin C supplement.  Corporate Blueg was fascinated to discover that no longer is it orange and raspberry but "valencia oranges & crushed willamette raspberries".  This has added value to Corporate Blueg's life since he is now looking forward to valencia oranges & crushed rapberries of the Algonquin, Chilliwack, Meeka, Nootka, Tullameen, Fallgold, Redwing and Summit varieties.  Thank you M&S for adding further levels of pretension to an already saturated existance.

Corporate Papawg failed his driving test for the 4th time this week.  He had 6 minor faults, and two serious faults.  His two serious faults were for going too fast over speed bumps and using the footbrake when coming up to a junction.  Not only was Corporate Papawg well within the speeding limit (22mph) but also Corporate Papawg failed his last driving test for being too hesitant.  Corporate Papwg accepts that speed-bumps are not ramps, but to fail him on going too fast when within the speed limit clearly proves that the driving test is impossible for people who went to good universities and obey the rules.  Clearly some people where meant to drive and other people where meant to be driven.  Corporate Papawg is, hesitantly, the latter.

Redemption of shares, and flowers in the snow

You may have noticed in recent days a frost had fallen on Corporate Blawg's blog.  The February winds from the East brought snow, ice and slush to Corporate Blawg's door.  The gateway to the internet creaked and groaned, as Corporate Blawg warded off new visitors with no new posts. 
            After six months of keen blogging, Corporate Blawg was tired, and needed a break.  He had to consolidate, regroup and fortify himself.    Like St Benedict, Corporate Blawg retreated from public life, to internalise his burning belief in his vocation. For days, nearly two weeks, Corporate Blawg stoked his fire alone, muttering the mysteries of corporate law to the birds and the fishes, and any inanimate object which would not answer back.
           This time of great fasting quickened his corporate digestion.  The watermark was rising again, and Corporate Blawg set about brewing his mindful liquor for renewed and rigorous libations to his corporate master.
           In moments of solace, and peaceful reflection, Corporate Blawg reaffirmed his belief in the corporate dream.  The defining moment occurred on Thursday when Corporate Blawg turned to redemption, the redemption of shares. Redemption was not found through conversion but within the constitution, the core.  Redeemable shares were born, had to be issued, that way.
           So the metaphor of corporate law began again, as we too can only find our redemption in our origins, at our beginnings.  Whether muslim, buddhist, christian or aetheist, our deliverance from sin, or forgiveness of a guilty conscience, starts in earnest from the earliest application of forgiveness.  These tools in our constitutions may be our first religious faith, or the first time we really felt sorry and said it.  That was when we were welcomed back into the light, like an issued redeemable share returning to the authorised share capital form where it originated.   And in our practical daily lives we find that redemption in work can only come from diligent triple-checking and questioning every assumption.
            As the winds began to calm, and the snow melt, Corporate Blawg emerged from his meditation and once again opened his door to the world.  And what should be the first sight he saw, but this:
            Overwhelmed by the beauty of this vision on his walk to work, Corporate Blawg remembered the purpose behind his blog, he remembered how he wanted to show the world the beauty in the mechanics of contracts, the aesthetics of interlocking agreements and water-tight risk ring-fencing.  Ultimately, the lawyer's application of corporate law to his clients' needs should be like flowers blooming in the snow.   
            To commence this return, Coporate Blawg brings to your attention the wonderful wording of s.684(4) of the new Companies' Act 2006 which states that "No redeemable shares may be issued at a time when there are no issued shares of the company that are not redeemable."  These words mirror the Companies' Act 1985 almost exactly.  Corporate Blawg find triple negatives an interesting concept, and rather poor use of English.
              Corporate Blawg suggests that better wording, clearer wording, more accessible plain English wording would be "Redeemable Shares may only be issued when non-redeemable shares also form part of the Company's issued share capital."  This is the positive approach, like Corporate Blawg, and his positive application of legal expertise.
             And so, for now, the valediction of this post is that Corporate Blawg is here to stay, and if ever Corporate Blawg seems quiet or distant, it is because he is thinking, savouring, enjoying and learning.  Corporate Blawg is but one person, and wishes only to write well of corporate law, and learn much from his endeavours. 
             With a wink and pinch, Corporate Blawg states that his postings will not be often and many, but few and powerful.  Corporate Blawg's blogging maxim is that "too many posts spoil the blog."

TAKE NOTICE, of section 212, or is it 793?

Corporate Blawg promised that he would pay more attention to recent newbies from the Company Act 2006.  SO TAKE NOTICE!
                 The first newbie is the new provision that public companies can serve (what used to be) section 212 Notices by electronic communications.  These new provisions are set out in sections 791-810, 811(1)-(3), 813 and 815-828 (information about interests in a company's shares).  Most importantly a section 212 notice will now become a section 793 notice.  No room for confusion there.
          Besides some finer details of company procedure (how information is entered on the register when the name of the present holder of the shares is not known - section 808; the requirement for a company to keep information on the register in relation to notices issued more than 6 years previously - section 816, and removing the requirement on the company to verify third party information supplied in response to a section 793 notice before putting it on the register - section 817), this provisions allow for notices to be given in electronic form, (section 793 in conjunction with Part 37 on the sending or supplying of documents or information). 
          But why should such a notice be sent in the first place?
          The purpose of a section 793 notice will be to establish who has control over the votes represented by the shares.  Once control is established, the company may apply to the court for various restrictions over those shares, under section 454 of the Companies Act 1985, i.e. any direction in relation to:

• transfer of those shares
• restriction on voting rights in relation to those shares
• issued of further shares in pre-emption right of them.

In fact, section 454 can also be used to prevent the holder receiving any dividends, and enables a company to see who is "friendly" in advance of a bid! Now you see why its so important. 
               The key case which enhances, yes enhances, the statute is that of In re Lonrho plc (1988) Times, 16 November, where the court foud that one and a half working days was an unreasonable time for a foreign recipient to have to comply with a notice under section 212.  The court stated that two full working days would probably have been a reasonable, and that five days was two long.   
               Such detailed and subjective proselytising over tiny differences in time limits, seems like bolllocks to me.
               The case went on to rightly suggest that foreign investors on the London Sock Exchange had to be prepared to comply with both the Companies Acts and the Sock Exchange regulations.  It is interesting that Lord Irvine is recorded as being hesitant to state that one and a half days was unreasonable.  This must be because what had been deemed a non-working day had been a Jewish holiday, but working day for everybody else.  The danger is that religious holidays might have to be provided for as non-business days, which would turn all statutory timings upside down.  How would we cope?  However, you have to admire Lord Irvine's sensitivity in this matter, and he clearly felt that the serving party did or should have known that such a day would not be a working day for the recipient of the notice, and that the serving party should have taken that information into account before applying to the court for s.454 restrictions.
           So, in sum, now these notices can be served electronically.  If you've put a lien on your shares without authority, or given someone else any rights without telling the company, keep checking those emails...

Case spotlight: Logic Alliance Limited (this time it's payback)

Having indulged far too much in his own fancy, Corporate Blawg's head is going down again.  It is time to give back some of the legal knowledge, accumulated in his mind like pollen for honey bee lavae.  As a camera button half pressed, or a ciliary muscle pulled taught, it is time to focus back on the law...
           In the matter of Logic Alliance Limited (in liquidation) (Case No. 25C of 2006), heard on 24 November 2006, an application was made by the liquidators to declare that certain dividends were at an undervalue and constituted an unlawful preference.  Although the judge pointed out that the instinctive answer to the defence - "No" - he also said that the defendant had advanced a serious argument on s.270 of the Companies Act 1985, which deserved serious consideration.  No jokes here then. Especially no jokes about a judge with a conjoined twin who, when asked to decide a case resting on stolen-identity, said "who am I two judge(s)?" [note to self - don't give up the day job].
           The facts we shall not bother with, because Corporate Blawg has an aversion of facts and avers that judgements are better without them.  S.270(3) of the Companies Act 1985 provides that the relevant accounts for establishing distributable reserves for dividends are the most recent annual accounts laid in a general meeting (see s.241).   The defendants claimed that this section meant that the relevant accounts would be for the accounting reference period when the last compliant accounts laid.  Well, at para 26 the judge's response qualified his support of the liquidators:

"It is legitimate for the liquidators to argue that the wording of s.270(3) is somewhat convoluted, probably tautologous and somewhat ambiguous."

Put that under your parliamentary draftsman's hat and smoke it.  For those of you checking out the Statute Law Database, the element of tautology was in the repetition of "[which] were laid."  The judge accepted the argument that the purpose fo the tautology was empahsis.  He did not accept the defendants' case, which was on the other hand, mainly on the basis that:

"If the defendants' interpretation were correct, the provision would expose companies and creditors to the potential for the most extraordinary abuse."

No extraordinary abuse here please.  The judge reinforced his view by reference to the Second Directive on Company Law (77/91/EEC), and such resourcefulness should be commended.
           In justifying their dodgyness, the defendants also put forward an argument using In Re Duomatic [1969] 2 Ch. 365.  The defendants claimed that as directors and shareholders they had automatically complied with various requirements for a general meeting.  Good ol' judge Livesey QC rejected this argument on the basis that the Duromatic principle does not apply where compliance with a particular requirement is compulsory (see Bairstow & Others v Queen's Moat Houses PLC [2001] EWCA Civ 712).  Neither does the Duomatic principle apply where no assent or decision was taken, even where one might could or should have been taken had the parties remembered or even thought about it. 
            Looks like the defendants in this case are going to end up paying back £249,000 of unlawful dividends.  Since the relevant companies ended up over £3million in debt one has to wonder, how did they screw up so bad?  Nevermind, at least the liquidators will get paid.
            So here ends the first proper law posting of the new year.  Hope you enjoyed it.  Lots more to come be assured, and only three months until Easter (for a return to more festive, nestive and eggselent home-made yokes by Corporate Blawg).

S.185 and the mystery of share certificates

Ever as controversial as a condom in the Vatican toilet, Corporate Blawg has learnt that section 185 of the Companies Act 1985 requires companies to send to shareholders a share certificate within 2 months of allottment.  However, there is no such requirement to issue a share certificate if stated as a condition of issue.  This provision is repeated in section 769 in the Companies Act 2006.
          Corporate Blawg understands that a share certificate is prima facie evidence of ownership of a share, and is strong evidence of title, but when a company is issuing shares out of the goodness of its heart (e.g. to employees) why bother sending them the certificate?  Apparently it is common in the U.S. for a nominee company to hold onto the share certificate but less so in the U.K. 
          Corporate Blawg questions the purpose behind sending out share certificates...

• the Company would still have to notify the shareholder of its ownership of the shares, so not issuing a share certificate hardly affects the administrative burden on the company;
• if the Company needs to enforce a compulsory transfer of the share, it may do this whether or not the shareholder has his certificate;
• where there is conflict between the register and the share certificate, the register prevails.

So it seems that there is only one tangible benefit of issuing a share certificate, which is that it is stronger evidence of title than a letter of allotment (and in Corporate Blawg's view this difference does not, in real practical terms, have much effect).  Since companies can simply avoid the requirement to send out share certificates, Corporate Blawg considers such certificates to be archaic and as relevant to current market practices as the Catholic church's view on contraception.  The only explanation for issuing a share certificate must be that such a certificate looks quite nice, and has the potential to be discovered under the bed of a dead shareholder.  Happy days.
           Harrumph.

Variation at the top of the class rights

Despite being a white middle class male, Corporate Blawg tans himself darkly,  accentuates his words to sound terribly posh, and freely admits to like floral designs on upholstery; yet Corporate Blawg considers it would be wrong to try to change his demograph, at least without a 75% conviction that it is the right thing to do.
            Similar considerations affect different classes of shares.  The different "class rights" are, by necessity, rights attached to shares (Re Blue Arrow plc [1987] BCLC 585 at 590). Shares can have a wide range of rights attached to them and may be categorised in different classes, e.g. ordinary shares, "A" ordinary shares, or convertible non-redeemable cumulative nil-paid part-participating preference shares.  Varying these rights does not require plastic surgery or a country mansion, but does effect a change in social standing.
              Section 125 of the Companies Act 1985 sets out the preliminary provisions for varying class rights.  Save as to any express contravention in the Articles of Association, a variation in class rights must be by 75% majority decision of the members in that class.  The Memorandum or, more often, the Articles of Association often contain the detail of the class rights, and this is especially so in relation to shares issued as part of a private funding to a private equity investor. 
              Usually the provisions fo the Articles will prevail over the fall-back option of 75% as provided for in the Companies Act, and may require a lesser majority, such as 50 or 60% depending on what percentage the private equity house has and any other investors the house wishes to "freeze-out".  However, section 125 states that the provisions in the Articles for varying class rights does not apply to:

the giving, variation, revocation or renewal of an authority for allotment under section 80 or with a reduction of the company's share capital under section 135

          Why on the future lunar base would this be?  Note that the exclusion makes reference to section 80 and section 135.  The key to understanding this provision is that these activities requires additional statutory actions to be undertaken, which have a statutory requirement of 75% majority approval to overide them.  The lesson here is that not all exclusions or special provisions in legislation have their own purpose under that section.  Some exclusions will be purely to ensure the statute fits together, sometimes with other statute, without leaving any funky lacuni. The spotter is the express reference to another section.  Anyway, back to class rights...
           If there are any variation of class rights, 15 % of the shareholders of the class in question may petition the court within 21 days of consent of resolution to vary the rights.  The 15% can request the court cancel the variation (under s.127(2)).  There are no specific provision for court sanction where class rights are varied by a company without the consent or resolution of the shareholders.  It is not too great a leap of cognisance to see that the court would have the same powers under s.459-461 on the protection of minorities (and unfair prejudice particularly).
          If the varation of class rights (maybe by some members be treated differently to others) is not covered in the Articles or Memorandum, the company must notify the registrar within one month of such variation, setting out the particulars of the rights (under s.128 and on a Form 128).  Failure to do so will make the company and every officer liable to a fine, and a daily fine for further contravention.
          A key point for directors and advisors is that class rights can be varied simply by preferential treatment of certain shareholders over others.  A director who is a shareholder may have access to greater information than an independent shareholder.  If the director's knowledge drives him to make a decision in relation to his shares that he might not have otherwise have made, that director's shares may be construed as being of a different class.  On further consideration under this scenario, the director would have breached a fiduciary duty and made a private profit... but the point remains if the shareholder was an employee of the company.
         Corporate Blawg has found that there are many dangers with varying class rights, and a strict procedure must be adhered to.  Corporate Blawg therefore will continue to apply his tanning lotion every hour on the hour, will never say "orf" instead of "off" and will buy a Batman comic (signed by Bob Kane) to put on his wall for every floral design that also decorates his flat.

Partnerships in groups are not body corporates

This blog is a bit dry, but like a desert where the camel milk is sweeter.
            On the 10 October 2006, Corporate Blawg contemplated the Company Law Reform Bill.  Big questions were posed and hard answers imposed for how the law would change in relation to written resolutions (or not-change-much as it happens; nor-change-very-soon as it happens slowly). 
            Does he - Corporate Blawg who stumbles through this tangly brush of linguistical melody - go down the s.381A route (where Directors must "know" of the written resolution - when would they not?) and inform their auditors, or does he trip the light fandango down to Article 53 of the Table A, which is a bit less secure but a hell of a lot easier. Corporate Blawg usually checks the Art.s, and heads straight for Road 53.  Anyway, this is old turf now...
           In Corporate Blawg's great road-trip of corporate legal discovery, Corporate Blawg has recently discovered another such dilemma to add intrigue and expertise to his drafting.  Like a bullet from the blue, or a bolt from the green, Corporate Blawg learnt of a key decision to make when drafting commercial contracts.  This gemstone of wisdom is that where a group of companies contains an entity that is not a corporation or body corporate... such as.... a partnership... (gasp)... the typical definition of group, following s.736 of the Companies Act 1985, will not apply! (Eek).  Therefore if you use the s.736 definition and have a partnership or unincorporated association somewhere in the middle of the group, then it may split the group in two - ouch - (a bang on the head with swinging beam).  One thing to be wary of is that this may have implications on your "change of control" provisions in the contract, so DUCK! (as the beam swings back at you again) (is this like panto-law?).
           The alternative to this quasi-disaster (is behind you) is to look back into s.258 which may describe groups in terms of "undertakings".  The partner of s.258, namely s.259, states that undertakings may be body corporates or partnerships. [Cheer].
           The key difference, to be savy to in your meaty £500-per-page contract, is that a group without partnerships or unincorporated associations will describe itself in the contract as a group consisting of "subsidiaries" and "holding companies", whereas a group with such non body-corporates will describe itself as consisting of "subsidiary undertakings" and "parent undertakings". The End.
           So close, yet, so far.

One member one vision

How cool is this... ? 

The random cheesemeister looks familiar, but not sure - if you see either of these characters in the street you should stay clear as one is a robot and the other is a corporate lawyer, or are they both robots? ... hard to tell.

Corporate Blawg has recently read a book that says it is important to have empathy at work.  So, in light of this, something else you should watch out for, a bit like an 9ft robot, is that s.24 of the Companies Act 1985 states that if a public company has only one member for more than 6 months, then that one member becomes liable for all the debts of the company incurred from the 6 month trigger point.  If Corporate Blawg was that one member Corporate Blawg would be gutted. 

EU changes capital rules for plcs

Yup, they've done it.  Never accuse the European Commission of making law too quickly.  Seven years after the initial proposal, the Commission have now adopted a new directive to change the rules on maintenance of capital by plcs. 
          This furtive young directive, which becomes law on 15 October 2006, will amend the aging 2nd Company Law Directive of 1976, in relation to the formation, maintenance and alteration of a company’s capital.  These modifications were first taken on board after a report by the SLIM group (Simpler Legislation for the Internal Market).  Corporate Blawg infers that the Commission would have to trim down the SLIM group report to make the issues more palatable to Member States, as otherwise it would be a bit like asking CND for their views on nuclear weapons.
          The Commission's mantra on this new directive is that:

Simplification and modernisation of the second directive would significantly contribute to the promotion of business efficiency and competitiveness without reducing the protection offered to shareholders and creditors.

Corporate Blawg's considers that the Commission should also adopt the mantra that "shorter sentences are easier to read".
          This new directive is not prescriptive, with each Member State having a wide berth of discretion.  It is likely to be adopted by most since it easies administrative burdens and gives businesses more scope for flexibility. However, the precise mechanisms of the provisions have been left quite open, and it will be the prerogative of each Member State whether to feast upon the European-style of principles-based regulation, or to clamp down with rules-based jaws of iron.
       The directive provides that public limited companies (plcs) may allot shares for consideration other than cash without requiring a special expert valuation.  This applies where there is a clear reference for the valuation of such consideration.  This valuation reference must not be more than 6 months old, and must have been performed in accordance with "generally accepted valuation standards". 
           In light of the IFRS replacing the idiosyncratic GAAP, Corporate Blawg considers the introduction of such GAVS to be a bit on the VAGUE side (Very Annoying Gobbledygook by Union of Europe).  The valuation may be contested by one or number of shareholders holding 5% or more of the shares in the company. Where the above is not applied by Member States, the EU has held that it will still be open to companies to use an expert’s report of the fair value of an asset which has been provided to the company within one month of the asset contribution.  Accordingly the management of the company will have to declare that there have been no new qualifying circumstances since the valuation was made.
          The second main provision of the directive is that plcs may now be authorised in a general meeting to acquire their own shares, for a period of up to five years.  This applies to only fully paid shares and such purchase may not exceed the limit of the company's distributable reserves.  The legislation provides that the acquisition shall not be allowed to prejudice creditors’ claims.
          After the excitement in the Companies Law Reform bill, that limited companies could give financial assistance, the new directive permits financial assistance by plcs, to a limit.  Proposals for transactions involving fair market conditions may be submitted to a general meeting for prior approval where the company has duly investigated its interests and securities for loans.  The management must provide a written report to the meeting.  This report must include a raft of information, including the risks involved for liquidation and solvency, and the price at which the third party will acquire the shares.  Again a plc may only provide financial assistance up to the limit of the company's distributable reserves, and should not, under any circumstances, result in a reduction of the net assets of the company.  Whatsmore, the company must include liabilities on the balance sheet and a reserve, unavailable for distribution, of the amount of aggregate financial assistance.
          As an afterthought of its enthusiastic liberation of plcs from onerous capital maintenance provisions, the directive considers creditors.  The last part of the legislation states that creditors should be able to resort to judicial or administrative proceedings where their claims are at sake as a consequence of a reduction in the capital.  It is thought that this is to harmonise law across the EU, since it is already a factor in UK legislation. 
          Corporate Blawg welcomes these changes to plcs, but notes the trade off.  Where company administration is de-regulated there is always going to be the moral hazard that such freedoms may be abused.  The due date for this legislation to be implemented is 15 April 2008, but Corporate Blawg anticipates that it is likely to become UK law sooner than that since the UK likes to appear at the forefront of company law developments, and the benefits to plcs may be quite considerable. The Company Law Reform Act has not received assent yet, and Corporate Blawg would not be surprised to see it pushed back to incorporate this new directive - in fact, that would be a terrific use of time and effort by parliamentary draftspersons (not to be confused with parliamentary daftpersons - i.e. politicians).

CBUK snubs CBLG with company formation facts

Where there should be unity, there is fracture. Where there should be love, there is cruelty. And where there should be forgiveness there is only isolation. 
            What is this tragic tale you may wonder?
            It began with the birth of Corporate Blawg UK on 13 August 2006.  A happy day - A day of laughter and disclaimers.  Corporate Blawg grew rapidly, nurtured and entertained by the wit and wisdom of his fellow bloggers. It was only a few days later, just after losing his google-virginity, as blogjoy piled on blogjoy, as Corporate Blawg discovered analytics, widgets and technorati; it was on this busy trail that Corporate Blawg UK discovered he had a little brother, a little brother in the EU. 
            Corporate Blawg was delighted at the opportunity to use his GCSE and reach out to his German Blogmate.  A few days younger, a few words of disproportionableness length, this German counterpart called himself Corporate BLawG -  a strangely English title to one so German in substance ("Korporativ BlGezetzG" would have been more appropriate, though less catchy).
            This oddity was overcome by the glee in Corporate Blawg's microchip.  What a splendid day to discover a short-lost younger sibling - what a joyous day to know he had been one of two minds, several thousand miles apart, who had thought of more or less the same thing at more or less the same time. 
            Thrilled by the prospect of trading sausages and ale with his doppelganger (a German word) Corporate Blawg contacted his kleine bruder.  But it was not to be.  Time and time again, over and over, Corporate Blawg wept as his long emails of love and light were met with darkness and silence… not even a stale schwartzwalderkirschtorte of a reply. 
             Despite therapy, massage and an all over body rub of seaweed and cucumber, the relationship smelt none the sweeter. It is with this ardent sadness that Corporate Blawg UK wishes to gloat over the fact that it is widely recognised that setting up a company in the UK is easier than setting up a company in Germany (a small victory, admittedly, but one which quickens the breath of both Corporate Blawg and Corporate BLawG). 
             Corporate Blawg read recently that German legislators are now amending their domestic legislation to encourage German entrepreneurs to be German and not to start up as a UK company, thus taking their auditor's business abroad.  Corporate Blawg UK has only one thing left to say to Corporate BLaWG – put that in your post and smoke it.
            Apparently (because I am not a German lawyer) in order to set up a German GmbH Company, the prospective company must have a minimum paid up equity capital of € 25,000. The UK has no such minimum equity requirement and due to EU law, may trade throughout the EU.  The UK also has considerably less bureaucracy than in Germany and other parts of the EU. 
            In March this year, the Council of Europe discussed the vital role that small and medium-sized enterprises play in creating jobs and growth. The faults they pointed out were that on average it takes 24 working days to set up a company in the EU.  Worthy of special note were Portugal at 54 days and Slovenia at 60 days. 
            The Commission set out in its formal submission to the EU leaders’ meeting – Time to move up a gear – that among the fundamental obstacles preventing Europe’s business sector from realising its full potential were the problems of start-up.  In its report the Commission decided that:

• By 2007, Member States should each set up a “one-stop shop” to assist future entrepreneurs so that businesses can fulfil all administrative requirements in one place.
• The average time for setting up a business should be cut by half by the end of 2007 and then to one week or less.
• Every Member State should set up a system to properly measure administrative burdens. The Commission will launch a major exercise of its own to identify and propose how to reduce costs arising from EU rules or their implementation at national level.
• The Commission will remove the obligation to notify certain categories of small state aids, which should help SMEs.

Although the gloat may have got his goat, it's not all roses in the UK - the UK has number of particular provisions which help businesses start and grow, but also the highest VAT registration threshold in Europe at about a £60,000 turnover. 
           There are signs that the Commission's push has worked.  On 6 October 2006, José Manuel Barroso, President of the European Commission, Moving up a gear for Growth and Jobs: Progress on implementing the new Lisbon Strategy, Seminar "Excellence and Partnerships for an Innovative Europe, pointed out that in Protugal, the "Empresa na hora" project (a company in one hour) had by mid-2006 led to eight thousand companies being set up in an average time of 55 minutes. This is a big improvement on 54 days.  Corporate Blawg is sceptical of any statistic that sits so imperfectly perfect as a reduction of 54 days to 55 minutes. 
           It shall be noted that Corporate Blawg does not hold grudges or chips or candles in the wind.  Corporate Blawg wishes Corporate BLawG all the best for the future, a happy life in the Blogosphere, and to know, deep down, that Corporate Blawg will always be there if Corporate BLawG ever needs him.