Company Law Reform Bill

I was a little surprised that the noble Lord finished moving his amendment with a suicide note about it; or a self-destruct button at least. I understand what he is getting at, but what we are trying to do in this clause—and this is the significant change I indicated was being made in the law—is disregard the votes, or at least the votes in favour of a resolution, of those who have a personal interest in the ratification. So the intention is to capture those members who are motivated or influenced by personal advantage or gain arising from a vote in favour of ratification. It is intended to be a narrower test than just having an interest in the resolution because, arguably, all the shareholders will have an interest in the resolution. The noble Lord’s amendment focuses on—putting it in a different way—those members who will benefit personally, including through connected persons. That would be less flexible than the current provision. But, having heard the noble Lord, it seems to me to be something that we should consider further. I think that we are aiming for the same objective; the question is: what is precisely the best way to achieve it? I invite the noble Lord to withdraw his amendment, but we will consider further both Amendments Nos. 225A and 226A.