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Companies Bill [Lords]

I know that there are a lot of new clauses in this group, but I hope that they are pretty uncontentious. The restatement clauses in part 27 of the Bill allow for the wide range of reorganisations, arrangements and reconstructions that can arise within a company and allow some types of merger or demerger to take place. Part 27, as introduced in Committee, contained a regulatory power under clause 908 to make detailed provision for mergers and divisions of public companies in certain cases. On reflection, we have concluded that it would be preferable to replace that power by setting out the provisions in full in primary legislation, as they are in the Companies Act 1985. We all feel that that is a better way of proceeding where we can. Accordingly, this part restates section 427A and schedule 15B to the 1985 Act. We have made only one minor change: in new clause 52(1)(c), concerning the independent requirement of experts and valuers, we have taken a power to specify a disallowed connection for the purposes of determining whether a person meets the independence requirement. That is consistent with the approach that we have taken elsewhere in the Bill, in clauses 351, 1117 and 1178. We have consulted on the new clauses and are grateful to the Law Society, in particular, for its comments.