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Company Law Reform Bill [HL]

moved Amendment No. A143AA:"Page 301, line 3, at end insert ““and””" The noble Lord said: The amendment inserts ““and”” into Clause 623(3)(a). It has been put to us that, although this may seem an insignificant amendment, it could be an important restraint on the unnecessary disclosure of information by the panel. At present, subsection (3) permits the panel to disclose information that facilitates the carrying out of its functions. We have just discussed our concerns about the breadth of the gateway, although we accept that there is the need for some freedom on that account. Paragraphs (b) to (d) appear to stand alone and cover parts 1 to 3 of Schedule 2. Part 1 of Schedule 2—it is on page 430—lists 12 specified persons. Some are clearly unacceptable, such as paragraphs 4 and 5, ““The Bank of England”” and ““The Financial Services Authority””. Some take us into new ground, such as paragraph 6:"““The Commissioners for Her Majesty’s Revenue and Customs””." Some are extremely wide and of no obvious immediate relevance to the Takeover Panel, such as paragraph 10, ““A constable””. Read this in conjunction with part 2, entitled ““Specified Descriptions of Disclosures””, which is a 56-item list covering myriad activities not necessarily anything to do with the operation of financial markets. Estate agents, the OFT, the Charity Commission and the National Lottery all appear there. To put it crudely, the Takeover Panel is a hybrid body—basically self-regulated but with a statutory wrapper, and not subject to any particular parliamentary scrutiny—which could appear to be becoming an enforcement arm of the Government generally. The success of the Takeover Panel to date, as the noble and learned Lord the Attorney-General and I have already agreed, has been based on it being flexible, quick and commercial in its approach. That in turn has given its regulatees confidence that they can be candid and open with it. We wonder whether that reputation will be put at risk if we do not tighten the disclosure clause. We have no problem with disclosure of information in part 2 of Schedule 2 to the parties in part 1 of Schedule 2, where such disclosure facilitates the panel carrying out its work, but why it should be called on to assist, say, the OFT is less clear to me. Inserting ““and”” at the end of paragraph (a) would restrict disclosure of information by the panel to cases affecting its own performance. I beg to move.