Company Law Reform Bill [HL]

My Lords, of course that is correct. However, I want to make it clear that it is not because the Government have not cared about this issue or sought to do something about it. We have brought in an extraordinarily long record of legislation because we realise exactly the seriousness of the situation. In approaching this amendment, therefore, we do not start from a position of resisting it because it is not a good piece of legislation. What we have done was not, in fact, because of the robbing of a grave. We have a record of taking action going back far longer than that, starting with the situation at the Cambridge laboratory, going on to the animal house in Oxford and so on. We have been trying to deal with the situation for many years. We have introduced laws and put huge resources behind the police to deal with it. I approach this matter not merely sharing noble Lords’ feeling but feeling as strongly as they do or possibly more strongly that this issue must be dealt with. The issue is how we deal with a situation where unscrupulous people take copies of a company’s register of members. We can all agree—this is not in dispute—that using this right to harass or intimidate a company’s members is an abuse. The Bill potentially gives more protection to members than these amendments. There is a difference between saying that the court must be satisfied that information is not being requested for a proper purpose, and saying that the court must be satisfied that it has been requested for an improper purpose. As I understood the noble Lord, Lord Forsyth, he said that it is better to start with what a ““proper purpose”” is. That is exactly what this clause says, whereas the amendment says that it should be about an ““improper purpose””. We think that the clause as drafted is broader and that it therefore potentially gives more protection to members, because the scope of what is ““not proper”” may sometimes be broader than the scope of what is ““improper””, just as a thing which is not good is not necessarily bad. Both the amendments and the clause as drafted will mean that a company can be relieved from the obligation to provide the register of members when it is wanted for improper purposes. To the extent that the current draft potentially excludes a wider range of unmeritorious applications, it is to be preferred. In other words, we cannot see whether noble Lords who put their names to the amendment want, in fact, to reduce protection for members. As for the third of these amendments, regardless of whether the test refers to ““proper”” or ““improper””, it does not help to provide any kind of illustrative definition of proper or improper purposes. I cannot imagine that a court would ever consider it proper to seek a copy of the register for the purposes of intimidating or harassing a company’s members any more than I can imagine that a court would ever not consider it proper for a shareholder who had genuine concerns about a company’s management to share them with other shareholders, using a copy of the register of members to do so. However, there is a risk that, by mentioning these things in the Bill—even by way of illustration for a definition of proper or improper purposes—we would narrow the perception of what would be thought of as proper or improper, and so diminish the protection which the clause affords to members.