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Company Law Reform Bill [HL]

I understood what the noble and learned Lord said. I think the noble Lord, Lord Freeman, was drafting his explanatory notes for him in his remarks and I did not think that the Minister had gone as far as the noble Lord, Lord Freeman, had indicated. Clearly the Government are not going to give way on this point yet. I suppose the substance of our difficulty is that we do not think that Amendment No. 156 adds anything fundamental to the position under existing company law. We have a whole corpus of precedent in common law and in equity on what is meant by:"““A director of a company must act, in good faith, in what he considers to be in the interests of the company””." If we add a new subsection, with the concept of success and the phrase,"““for the benefit of its members as a whole””," we have no precedent on what that means. If the Government wish to add that phrase, they do so at their peril because that will lead to litigation without any real benefit for shareholders, members or the other community of interest that enlightened shareholder value is supposed to protect. That is the substance of our point: why make this change, with no real basis in common law or equitable principle, if it adds nothing of value?