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Companies Bill [Lords]

These new clauses replace the existing part 27, making a number of minor and technical amendments. Part 27 is part of the exercise of restating the Companies Act 1985. The provisions in part 27 concern reorganisations, arrangements and reconstructions within a company, and allow some types of merger or demerger to take place. They restate what is currently part 13 of the 1985 Act, without making any change in substance. Following our consultation over the summer, and particularly in light of comments received from the Law Society, we propose to delete clauses 899 to 908 in part 27 and replace them with new clauses containing amendments of a minor and technical nature. I hope that Opposition Members agree that their drafting amendments to these provisions—amendments Nos. 113, 117 and 118—should no longer be necessary in light of the Government changes, which replace the clauses that they address. Let me explain the minor and technical changes that we propose. New clause 67 allows the court to order a meeting without having first received an application to sanction a scheme. What was clause 900 has been placed after what was clause 903 and becomes new clause 70. Clause 908, which provided a power to make regulations on mergers and divisions, has now been deleted. That should be welcome, as we are now including those provisions in full in the Bill. References to clause 908 have also been deleted. There are a few other minor drafting changes. We have chosen to lift and replace the existing clauses largely because the Law Society had proposed some desirable reordering of the clauses, which we have adopted. If we had tried to achieve that through amendments, we considered that it would have been hard for Members to follow the end result.