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Company Law Reform Bill [HL]

My Lords, I am disappointed and surprised at the way that the noble Lord, Lord Freeman, put his amendment. The concept of enlightened shareholder value was recommended by the Company Law Review and has been there the subject of consultation and comment for a long time in many processes. A number of noble Lords, such as the noble Lords, Lord MacGregor and Lord Razzall, have been good enough to note that the Government, in particular the noble Lord, Lord Sainsbury and myself, have spend a lot of time since Grand Committee talking to different groups, particularly business groups of different sizes and other interested parties and nobody—nobody—has challenged the idea that we need to include the concept of enlightened shareholder value within the Bill. As the noble Lord, Lord Razzall, reminded us, the noble Lord, Lord Freeman, started by saying that he supported enlightened shareholder value. If he supports it, why does he put forward an amendment that takes us not forward but backwards? I will explain why it takes us backwards. First, let us get rid of one or two misconceptions. In putting forward his support for the amendment, the noble Lord, Lord Patten, painted the picture of him sitting in a boardroom deciding that it would be in the better interests of the company and its shareholders to accept a bid which was lower because it was more likely to be a credible one that would stick. What are the Government doing in the Bill that would make that decision any different? The noble Lord, Lord MacGregor, said—as business leader after business leader has said to me—that we already take all of these factors into account. There is nothing new in this. The noble Lord, Viscount Bledisloe, said exactly the same. What is the problem? There are not six duties, as the noble Lord, Lord Forsyth, said: there is one duty. That is what our amendment in the next group makes clear. There is one duty which includes having regard to factors to which companies already give regard. I give way to the noble Lord, Lord Patten.