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Company Law Reform Bill [HL]

My Lords, as we send this Bill on its way to another place, it may be appropriate to say a few words about the discussions that we have had in this House. At the beginning of our proceedings in Committee, I expressed the hope that we would all work together to produce a Bill that would provide the best possible conditions for the success of British industry, and said that we would be willing to listen to any suggestions on how the Bill could be improved technically. The noble Lord, Lord Hodgson, said that serious issues were raised by the Bill and threatened a high level of public scrutiny. At the end, we can claim to have delivered on our promises—both his on detailed scrutiny and ours on a receptive and constructive approach. Of course, it has been no small exercise. By my reckoning, we have considered over 1,000 amendments in Committee and a further 600 or so on Report, in addition to our discussions today. In fact, we have made over 400 changes to the Bill as introduced. I am sure that there will be further refinements to the Bill in another place, and it may be worth highlighting a few areas where we already know that changes may be made. Amendments will be needed as a consequence of our decision to drop the general reform power in what was Part 3, particularly through the introduction of specific new powers in the areas of capital maintenance and company charges, as we have already outlined. An area which we have discussed in some detail is that of consolidation of the law. I am particularly grateful for the suggestions that noble Lords opposite have made in raising this issue, and for the commitment they have given to tackling it as constructively as possible as we proceed. As I have said, it will not be possible or appropriate to take up all the remaining areas of the existing Companies Act into the new Bill. In particular, we do not wish to bring up provisions which go wider than companies, such as provisions on investigations, or specific, self-contained provisions such as on community interest companies. However, we intend—subject to finding no insuperable problems, and provided that it can be done in the time available—to bring up the rest. That would include pre-emption rights, arrangements and reconstructions, provisions on squeeze-out and sell-out in takeovers, and the protection of minority rights against unfair prejudice. The effect will be to make the new legislation much closer to a complete code of company law for the majority of users. That will, I know, be widely welcomed both inside and outside your Lordships’ House. There are a number of other areas where the Government have been persuaded that further changes to the Bill are appropriate by the debates that we have had here. It has not been possible in all these areas to introduce the amendments themselves while the Bill has been in this House, but I hope that wherever possible I have been able to make clear what the government plans are. The House agreed some amendments on Report which we opposed, and we will consider whether we wish to amend the Bill when it is in another place. We have received in particular a number of representations that provisions relating to rights of indirect shareholders in Clause 135 could cause considerable problems in practice. In principle, as I made clear in debate, we very much want to strengthen shareholder engagement, but we also want to ensure that it is done in a not unduly burdensome way. Together with interested parties we will, therefore, be looking at the possible costs and practical implications to see whether amendments in another place would be desirable. I conclude by thanking everyone who has contributed to our debates, which have been extremely productive. In particular, I thank the noble Lord, Lord Hodgson, and the noble Baroness, Lady Noakes, who have done a fantastic job in criticising the Bill, while the noble Lords, Lord Razzall and Lord Sharman, have also played a major part. I thank my colleagues, the noble and learned Lord, Lord Goldsmith, and the noble Lord, Lord McKenzie, for the enormous help that they have given me in taking the Bill through the House. I also want to thank the Bill team, for it is a considerable organisational and intellectual feat to push a Bill of this scale through, and deal with so many points of detail on it, without at any time stopping the debate from happening or going out to get people’s views through consultation. I place on record my appreciation of the job that they have done, not only in guiding us but in talking to the various business communities about the problems, and getting a constant feed-in from what they have done. I believe the constructive spirit in which we have engaged in what have sometimes been controversial and often extremely technical issues has contributed greatly to the quality of debate. That is one key reason why the Bill leaves this House in such good shape. Ultimately, it is a Bill that will greatly help the success of British industry. However, all good things must come to an end.