Prior to the introduction of the Companies Act 2006 (the "Act") the register of members was a public register, open to inspection and copying by any member and any other person. In recognition of the need to protect shareholders from being contacted for an improper purpose, the Act made access to a company’s register of members subject to a ‘proper purpose’ test, although this was not defined. ICSA produced a guidance note to provide an industry view on, and examples of, what should constitute a proper purpose and what is likely to be an improper purpose.
This new 2018 Guidance Note takes into account the decisions of the Court of Appeal in the cases Burry & Knight (2014) and Burberry (2017). It discusses the background to those cases and sets out the additional guidance on determining ‘proper purpose’ provided by the judgements in those two cases.