Company Law Reform Bill [HL]

moved Amendment No. 272:"Page 207, line 23, leave out ““following exceptions”” and insert ““provisions of this section””" The noble Baroness said: My Lords, in moving Amendment No. 272, I shall speak also to the amendments grouped with it. Amendments Nos. 272 and 273 amend Clause 444, which deals with the permitted disclosure of information obtained by the FRRP under its compulsory powers—as we have just heard—while Amendment No. 451 amends Clause 630, which deals with the Takeover Panel. The scheme of disclosure adopted in this Bill is first to empower an organisation, the FRRP or the Takeover Panel, to get information; to create an offence of disclosing it unless permitted to do so; and then to set out what is permitted. We have no particular problem with that. Our concerns arise over the way in which individual disclosures then take place. Clause 444 allows the disclosure of information obtained by the FRRP for a wide number of purposes to a wide number of persons. I shall come to that aspect in a later group of amendments. Schedule 1, together with Clause 630, does the same for the Takeover Panel. What none of these parts of the Bill does is set out whether any controls exist on the disclosure of information by individuals working in the FRRP or the Takeover Panel. The Bill says nothing about who within those organisations may authorise the release of confidential information or whether any controls have to be in place within the organisations. I contrast that with a formulation found in other legislation dealing with the release of confidential information. For example, the Commissioners for Revenue and Customs Act, passed last year, is in a rather different form. Apart from a disclosure for HMRC purposes or for certain criminal purposes, information may be disclosed to various persons only if it is made on the instructions of the commissioners and if they believe that it is in the public interest. That is set out in Sections 17 to 21 of the Act. I have taken the essence of that Act—authorisation by the commissioners in the public interest—and applied it to the permitted disclosures made by the FRRP as set out in Clause 444. That would be the effect of Amendments Nos. 272 and 273. For the Takeover Panel, I have included authorisation only in Amendment No. 451, but I want to reserve my position as to whether the public interest ought also to be included as a prerequisite test when the panel is involved. I shall listen carefully to what the Minister says about the public interest test, in particular why there is one for HMRC but none in this legislation for the FRRP or the Takeover Panel. I shall also listen carefully to what the Minister says about why there was a need for the commissioners to issue instructions in the case of their legislation, but no equivalent procedure, authorisation or instructions in this Bill. I want to make it plain that Members on these Benches do not wish to restrict the use of information when there is a genuine public interest case for it. What we seek to ensure is that proper safeguards are in place within the organisations before information, which prima facie should be regarded as confidential to the individuals or the businesses concerned, is allowed to be passed on for other purposes. I have confidence in the individuals who serve on the FRRP and the Takeover Panel and I think that they would be proper guardians of the balance between the public interest and the rights of the individual, which is why we have drafted the amendments as we have. I beg to move.