Company Law Reform Bill [HL]

My Lords, I will be as brief as I can be. I only want to make one point. Like other non-executive directors—and I declare an interest—I not infrequently attend seminars, training sessions and so on that are laid on by firms of accountants and lawyers, and in all the discussions that I have had during the last few weeks in those sessions and elsewhere, Clause 156 is the part of the Bill that most exercises most directors. I readily recognise that the Government have listened to the debates in Grand Committee, and I very much welcome and thank them for the amendments that they have tabled, both to this clause and also to the clauses on derivative claims, which I will come on to in a moment; but I still think that the concern remains. I was at a lunch at one of those training sessions today, where a number of non-executive directors expressed to me their remaining concern about the Bill, even with amendments put in. Noble Lords will have noticed the letter in the Financial Times today from the chairman of the company law committee of the City of London Law Society, explaining exactly what reservations it still had. It was summed up in a way by the front page of the Financial Times, which reads:"““Under the proposals, lawyers say directors could be left in breach of their duties if they cannot demonstrate that they have considered every interest group””." That is the point that I want to ask the Attorney-General about, because it has certainly been widely aired outside this place. The noble Lord, Lord Lea, said that the Bill was not changing the law. It is; that is the point. If you combine the listing in statutory form of the duties mentioned in Clause 156 with Part 11—Clauses 239 to 243—on derivative claims, it changes the law.