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Company Law Reform Bill [HL]

moved Amendment No. A149:"Page 303, line 18, at end insert ““in the United Kingdom””" The noble Lord said: In moving Amendment No. A149, I shall speak to Amendments Nos. A150 and A151 as well. This is the first time I have spoken at this sitting of the Committee. We on these Benches associate ourselves with the opening remarks of the noble Lord, Lord Hodgson, on the Takeover Panel, which we too regard as one of the great successes of the regulatory regime in this country. These amendments are put forward in the same spirit of constructive scrutiny which we hope will make the Bill as effective as possible. All the amendments deal with Clause 628 and the new criminal offence in which takeover bid documentation does not meet the standards required by the takeovers directive. The Government previously indicated that the only reason for creating this offence is validly to implement the takeovers directive. Amendment No. A149 deals with subsection (1), which does not specify to which regulated markets the offence applies. Since the takeovers directive must be implemented by all EU states by the appointed date in May, it is presumed that each member state will legislate in respect of its own regulated markets only. Broader scope is unnecessary and inappropriate. Amendment No. A150 deals with subsection (2), which sets out who may be found guilty of this offence. Subsection (2)(a), in particular, provides for a wide range of persons who may not in fact be responsible for the content or preparation of the document to be capable of committing the offence. This is not required validly to implement the takeovers directive and is inconsistent with the proposal of the Department for Trade and Industry in its paper dated 29 July 2005. The offence should apply only to the person or persons making the bid and to persons named in the document as taking responsibility for it. There is an established responsibility regime, and the offence should not be inconsistent with that. Amendment No. A151 deals with subsection (4), which we believe is unclear in its meaning. However, there is a danger of its being read as making any officer of a body corporate in breach of this provision automatically guilty of the offence. This kind of strict liability is not required by the takeovers directive and gold-plating of this nature is inconsistent with the Government’s stated aim of minimising the change to the takeover regime. The provision is redundant as the scope of those subject to the offence speaks for itself. I beg to move.