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Company Law Reform Bill [HL]

I am happy to have a single debate about the amendments, but I need to deal with them separately because there is a difference between Amendments Nos. A147AA, A147AB, A147AC and A154D and Amendments Nos. A147AD and A154ZA. The first group of amendments, as I understand them, would insert an obligation on the Takeover Panel to establish rules for the operation of the Takeover Appeal Board. We have not wanted to do that precisely because of the need for the independence of the Takeover Appeal Board to which the noble Lord referred. In terms of the powers of the panel, the Bill states that the panel may—not must—provide certain matters. Clause 626(3) states it has to provide for a right of appeal to an independent tribunal. The rules may contain certain other provisions, but not provisions about how the appeal board conducts its affairs. That is for the appeal board to determine. The firm view that was taken was that it ought to be for the Takeover Appeal Board to lay down its own rules for the hearings that it conducts, as I understand that it does at the moment. Therefore, precisely because of the independence to which the noble Lord rightly refers, I resist that fundamental part of the amendment. There is an additional point to be made on Amendment No. A154D. Again as I apprehend the effect of the amendment, it would require an appeal to be made to the Takeover Appeal Board before it was possible to go to the court. While it may be right in particular cases that the appeal board should be seized, as it were, first before the court, it is not obvious that that should always be the case. For example, what if the panel needs to apply urgently to the court for enforcement of its decision or to obtain an injunction? If I correctly understand the effect of the amendment, there would have to be an appeal to the Takeover Appeal Board first, and that could slow down the process, which could be very much to the detriment of the necessary action that the panel has to take. I turn to the second group of amendments—Amendments Nos. A147AD and A154ZA—which, similarly, I resist. They seek to require specific rules in relation to appeals so far as concerns sanctions. We see no reason to depart from the approach taken generally in Part 22—that is, to apply a light touch and leave matters to be fleshed out by detailed rules of the panel and the appeal board. I do not see that it would be right to spell out more of the appeal board’s rules in this Bill.