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Company Law Reform Bill [HL]

I shall respond to Amendment No. A143B and take the opportunity to speak to government Amendments Nos. A144 and A156. The purpose of Amendment No. A143B is to remove Clauses 623(6) and (7). The problem is that without those subsections we would not meet the requirements in the takeovers directive. To ensure full compliance with the directive, we need to go one step further, which is why we have brought forward the government amendments I have identified. Article 4.4 of the directive requires that whenever a takeover or financial services supervisory authority passes information to another such authority in a different member state, the relevant disclosure rules shall be those of the member state of the authority receiving the information. The provisions do not disapply the disclosure rules that apply to the panel in cases where that information is passed by the receiving authority to another party. That means we need to amend what we have provided in the way set out in government Amendment No. A144. The noble Lord has asked why all three categories are necessary. The takeovers directive identifies two types of body. In Article 4.4 it talks about the supervisory authorities of the member states for the purposes of the directive and other authorities supervising capital markets. That appears to be two sorts of bodies. So far as we are concerned, we know what those bodies are in this country, but we cannot be absolutely confident what they will be in another country. That is why it is necessary to identify not just, as in subsection (7)(b),"““an authority designated as a supervisory authority for the purposes of Article 4.1 of the Takeovers Directive””," but also any person or body that exercises functions of a public nature under legislation in an EU state other than the United Kingdom that are similar to the panel’s functions or those of the Financial Services Authority. That is to ensure that we have caught the same sort of body in another state. The noble Lord asks an important question: what is the obligation on those bodies regarding the disclosure of information they receive? The answer is that they will be similarly required by Article 4 of the takeovers directive to maintain professional secrecy except in so far as it is provided by law. There will have to be parallel provisions in the other relevant country about the disclosure of information, and the body that receives this information will be bound by those rules rather than by our rules, hence the need for the amendment. I hope I have explained sufficiently the government amendments and why we have a problem with the noble Lord’s amendment.