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Company Law Reform Bill [HL]

moved Amendment No. A154A:"Page 304, line 22, leave out ““such””" The noble Lord said: In moving Amendment No. A154A, I shall speak also to Amendments Nos. A154B and A154C. The amendment moves us on to Clause 629, which we have touched on before, concerning compensation. The clause allows the Takeover Panel to order the payment of compensation if certain specified rules are breached. The panel has stated that this will apply to those code rules dealing with the ““payment of money””. Rather than allowing the panel discretion to order such an amount as is, in the very broad phrase of the clause, ““just and reasonable””, would it not be clearer for all parties concerned in a bid, including the panel itself, to set some parameters about the amounts which can be ordered to be paid—for example, that the intention is to put target shareholders in the position they would have been if the bidder had complied fully with the relevant rules? This is covered in Amendment No. A154C. This would prevent arguments in the future as to the exercise of the panel’s discretion in these matters, because it could point to some concrete guidance as to the amount reimbursable rather than if the broad words ““just and reasonable”” were retained in the clause. It would be helpful for the wider world if the Attorney-General could explain the Government’s thinking as to the strategic purpose behind Clause 629—whether it is to provide a high-level overview or a more stringent detailed test. I beg to move.