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Company Law Reform Bill [HL]

moved Amendment No. 152:"Page 68, line 37, leave out subsection (5)." The noble Lord said: I shall speak also to Amendment No. 153. Amendment No. 152 is a probing amendment designed to elicit a statement from the Minister about the intended application of the general duties to shadow directors. Subsection (5) encapsulates many of the difficulties inherent in codifying directors’ duties. At present, the application of the current common law rules and principles to shadow directors is an area of some uncertainty. Although the traditional view—which probably remains largely correct—is that shadow directors as creatures of statute are not subject to the existing common law rules and equitable principles, this is not entirely free from doubt. Clause 154(5) merely crystallises that uncertainty, without allowing the law to develop, since it requires the application of the law as it stands when the general duties come into force. Amendment No. 153 offers a possible solution to the problem by avoiding the uncertainties in the rest of the sentence. I beg to move.