File 2 - Appointments of Independent Directors

1 file, 3 parts

Various documents, many legal, regarding the appointment of the five Independent Directors. The file is separated into three sections maintaining original order.

Part 1 consists of two copies of part five of the Fair Trading Act 1973 regarding mergers, section 57-62; three copies of the Articles of Association of The Observer Ltd adopted by special resolution passed on 26 August 1981; two copies of a press notice given by John Biffen, Secretary of State for Trade, regarding the transfer of The Observer to George Outram and Company Ltd (Atlantic Richfield), includes section 58 of Fair Trading Act 1973 - Consent to transfer of newspaper and schedule of requirements; copy of article from 'Business of the House'; copy of memorandum of agreement dated 9 July 1981; list of business and home addresses of outside Observer directors; copy of chapter 10 from 'Publishing Houses, Number 15, entitled 'The Monopolies Commission and the Press' and a copy of Memorandum of Agreement involving RW Rowland, Donald Trelfold , Terry Robinson and RN Low.

Part 2 consists of correspondence from Andrew Phillips, solicitor of Bates, Wells & Braithware Solicitors regarding the position of the Independent Directors of The Observer if Lonrho were to be taken over or Lonrho dispose of their interest in The Observer Limited; two copies of merger and exchange agreement made 9 March 1981; press cuttings from 'The Times', article entitled 'Biffen: I acted with total propriety'; two copies of a report on the proposed transfer of The Observer to George Outram & Company Ltd; correspondence with Desmond Balmer, in which Balmer enclosed advice from their solicitor and counsel and three copies of a Memorandum of Agreement dated 9 July 1981 in which certain sections have been highlighted.

Part 3 consists of correspondence from Donald Trelford informing that the Independent Directors will be formally elected to the board on 31 July 1981, Lord David Windlesham regarding Mitchell's decision on the position as Independent Directors, Cameron Markby, solicitors for Lonrho Ltd.; memorandum for the proposed Independent Director indicating the background to their appointment and the formal structure in which they will operate, sent by Cameron Markby; post-it; Memo from Nicholas Morrell to the director regarding the proposed amendments to the Articles of Association.

Creator: The Observer Limited; Sir Derek Mitchell

Any correspondence containing privileged legal advice or details of living individuals' terms of employment may be closed.