Company Law Reform Bill

moved Amendment No. 176:"Page 71, line 2, leave out third ““a”” and insert ““an existing or””" The noble Lord said: There are three amendments grouped together. They are not all of equal importance, but let me briefly describe where I am coming from in relation to each of them. Amendment No. 176 will, I hope, clarify the text of the Bill by ensuring that Clause 161 relates not just to a proposed but to existing transactions. Amendment No. 177 is more important. For those following the debate with the text of the Bill, I should say that we are on lines 17 and 18 in Clause 161(5). My question to the Attorney-General is: how will this be interpreted? The text reads:"““For this purpose””—" and this is the declaration of interest—"““a director is treated as being aware of matters of which he ought reasonably to be aware””." The presumption is that he was not. Therefore, a duty is imposed upon the director. Some guidance on how the phrase,"““ought reasonably to be aware””," is likely to be interpreted in the minds of the Government would be very helpful. Amendment No. 182, which relates to page 73, is in the group. It raises an issue which is relevant to the second amendment that I have spoken to. Amendment No. 182 leaves out the last two lines of Clause 165(5), which relates to declaration of interests by directors in existing transactions or arrangements. The Bill reads:"““For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware””." Exactly the same language is used, which is why the amendments have been grouped. The same question arises in my mind as to how,"““ought reasonably to be aware””," is to be interpreted by the courts. I beg to move.