Company Law Reform Bill [HL]

moved Amendment No. 274:"Page 207, line 27, leave out subsection (3)." The noble Baroness said: My Lords, in moving Amendment No. 274, I shall speak to the other amendments in the group as well. As with the previous groups, I shall be dealing with similar issues that arise in connection with the FRRP in Part 15 and the Takeover Panel in Part 22. The scheme of disclosure for both bodies is that disclosure may be made to specified bodies or for specified purposes. In Clause 444, information may be disclosed to six named bodies under subsection (3) or for a much larger number of specified purposes, some of which overlap, set out in subsection (4). In Part 22, Clause 630(3) allows disclosure to the 12 persons listed in Part 1 of Schedule 2 or for the 70 specified purposes in Part 2 of that schedule. Amendment No. 274 would delete subsection (3) of Clause 444 so that disclosure of the FRRP’s information must be for a specified purpose, as set out in subsection (4). It seems to us that the persons listed in subsection (3) are adequately covered by subsection (4) and that no diminution of disclosure would be involved. Amendment No. 454 is very similar in that it would amend Clause 630 so that disclosure of Takeover Panel information may be made only for the listed purposes set out in Part 2 of Schedule 2 and not to the persons listed in Part 1. Amendment No. 453 is a further possible approach which would require the disclosure to be made to one of the 12 persons only if it satisfied one of the 70 specified purposes. We will not be moving Amendment No. 452. The Minister will note that the disclosure route adopted by Amendments Nos. 274 and 454 are not intended to be unduly restrictive since they give way to the longer lists of permitted disclosures in either case. Will the noble Lord explain why the Government feel they need disclosure by person and by purpose because we cannot see any value in the current drafting? Indeed, we are concerned that any disclosure of confidential information could be made to the specified persons regardless of whether that disclosure relates to the appropriate functions of those persons. Will the Minister also comment on the different approaches taken to disclosure by the FRRP and the Takeover Panel or, rather, this Bill in relation to the FRRP and the Takeover Panel? It is evident that a different drafting hand is at work, but the differences go beyond language and structure of clauses. It appears that the Takeover Panel has far greater disclosure opportunities than the FRRP. Let me take one example: item 60 in Part 2 of Schedule 2 allows disclosure by the Takeover Panel,"““with a view to the institution of, or otherwise for the purposes of, criminal proceedings””." We think that that is rather important, and a good reason for the disclosure of information, but we cannot see why the FRRP cannot do so. Will the Minister explain that? We debated the disclosure gateways in Grand Committee, but we have not yet heard a coherent account of the way in which they should operate. We do not understand the overlap between persons and purposes; we do not understand why different approaches apply in different parts of the Bill. We are fairly sure that the Bill needs to be amended. This group of amendments provides some possibilities, though I am sure that there are others. I beg to move.