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Company Law Reform Bill [HL]

moved Amendment No. A149B:"Page 303, line 20, at end insert ““the person or persons taking responsibility for the offer document in accordance with the rules””" The noble Lord said: The amendment relates to the same part of the Bill but approaches it from a slightly different point of view. I quite understand the Attorney-General’s stricture about the need for offer documents to be accurate. Those of us who have signed-off offer documents have seen our lawyers staring at us and promising us eternal hellfire and damnation if we as much as get a comma out of place, so I am very much aware of that. We want to consider the drafting of Clause 628(2)(a) and (b). Subsection (2)(a) states that an offence under the clause is committed by,"““the person making the bid””." However, will it always be clear who the person making the bid is? In many cases, the offeror entity may be a ““newco””, which is either backed by a consortium of investors or owned by a single parent company. The newco itself will have no independent officers or, indeed, history. Under these circumstances, we wonder whether it will be clear who the person making the bid is. Therefore, would it not be better to refer either to the offeror or to those required to take responsibility for the contents of the bid documents? The amendment follows the latter of these two options. It will make the clause clearer for all involved. It seeks to insert the words contained in the amendment at the end of line 20, and Amendment No. A149C seeks to remove paragraphs (a) and (b). I beg to move.