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Company Law Reform Bill [Lords]

That is a red herring—the Government removed that provision, and we will probably take steps to restore it. The codification provides a list of just six factors, so it is a little like a written constitution—if we try to codify something in simple terms in clause 159 there is a danger that we may lose the wealth of experience and practice that has built up over time. Some people believe that the list is designed entirely to replace the greater number of fiduciary duties in common law. That would be a simplification—but, in our view, a bad one. The courts would be unlikely to consider themselves bound by this simple list, and in any case it is clear from Government guidance attached to the Bill that that is not what they intend.