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Company Law Reform Bill [HL]

I have a number of clause stand part debates in this group, and I shall speak to those now. We are rather more robust than the noble Lord, Lord Sharman. We are not for the scalpel; we are for the meat axe on this part of the Bill. Clauses 316 to 325 set out a new set of provisions. It is suggested to us by several groups of practitioners that this will end up occupying a great deal of legal space and will be rarely, if ever, used. Moreover, it is not clear that the clauses address any real mischief. They are also cumbersome and potentially burdensome. It is hard to see what use an independent report would be over and above the existing remedies. If there is a legitimate concern about the procedure of a poll, recourse can be made through common law relating to meetings, as well as Section 459 of the Companies Act 1985, which we discussed in our deliberations in Committee under Part 11. Furthermore, there is an issue about what the sanction would be if a report finds that a company has failed to carry out a poll properly. It is noted that there are criminal sanctions for failing to provide information to the independent assessor, but no consequences seem to be envisaged as flowing from the results of the assessment itself. There appears to be no timetable within which an independent assessor must make his report. The only timetable laid down by the Bill relates to the appointment of the assessor—one week, as in Clause 317(2). That could give rise to a nightmare scenario where a company takes a major action—an acquisition or a disposal—which is endorsed by shareholders but on which a poll is called for and an independent assessment of the poll is demanded. What happens during the weeks or perhaps months that it takes for the assessor to prepare his report? What if there was a technical deficiency in how the poll was conducted? How would the situation be regularised? The provision appears likely to lead to a paradise for compulsive litigants and for lawyers. One is forced to the conclusion that none of that will help UK plc or any of the Government’s stated objectives for the Bill. There is an adequate common-law remedy in existence, which has proven itself already, so why clutter up the statute book with this provision? I urge the Minister to get out his red pencil and take these 10 clauses out.