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Company Law Reform Bill [HL]

My Lords, I am glad that the noble and learned Lord has given me the opportunity to respond to his direct request to me to give an example of what is new in a director having to face the job of a deciding whether to recommend a bid with a lower cash value. Paragraph (f) concerns,"““the need to act fairly as between members of the company””." Some members of the company might accept that my judgment was right if the board listened to the arguments and decided to go that way. Other members, such as the hedge funds represented through prime brokerages to which my noble friend Lord MacGregor referred, might say that I had not acted fairly in relation to their interests in regard to company X, because they wanted the short-term profits from the bigger cash bid. And hey-ho, off we go to the courts, aided by activist lawyers and prompted doubtless to decisions by activist judges.