UK Parliament / Open data

Company Law Reform Bill [HL]

Debate on bills and Committee proceeding on Monday, 6 February 2006, in the House of Lords.
Company Law Reform Bill (HL). Lords Committee stage third day. Grand Committee off the floor of the House (Moses room). Clauses 154-58 agreed to. Clause 159 under consideration.
Type
Parliamentary proceeding
Reference
678 c237-94GC 
Session
2005-06
Department
Department of Trade and Industry
Committee of the Whole House (HL)
Legislative stage
Committee stage
Chamber / Committee
House of Lords Grand Committee
Related items
Company Law Reform Bill (HL). (In two volumes. Volume I contains clauses 1 to 481 and Volume II contains clauses 482-885 and schedules to the Bill ). Explanatory notes HL Bill 34-En also published.
Tuesday, 1 November 2005
Bills
House of Lords
Proceeding contributions
Lord Avebury | 678 c273GC (Link to this contribution) I was speaking to Amendments Nos. 162B, 162C, 163A and 165A.
Lord Clinton-Davis | 678 c271GC (Link to this contribution) Will my noble and learned friend explain a point that I do not understand? He said that so far as co...

Show all contributions (139)
Lord Wade of Chorlton | 678 c269-70GC (Link to this contribution) I rise to support the amendment tabled by my noble friend Lord Freeman. I have always believed that ...
Lord Freeman | 678 c263GC (Link to this contribution) I am grateful for that explanation. I will read the record, but in the mean time, I beg leave to wit...
Lord Goldsmith | 678 c260-1GC (Link to this contribution) My noble friend Lord Lea of Crondall finished his observations by saying that one has to read the wh...
Lord Freeman | 678 c259-60GC (Link to this contribution) I suspect that we will return to this issue at Report. In the mean time, I am grateful for the expla...
Lord Lea of Crondall | 678 c260GC (Link to this contribution) moved Amendment No. 158:"Page 69, line 9, at end insert ““subject always to the obligations in subse...
Viscount Allenby of Megiddo | 678 c247GC (Link to this contribution) Perhaps I may put the Question first so that the noble Lord can move it. Amendment proposed, Amendme...
Lord Freeman | 678 c239-40GC (Link to this contribution) moved Amendment No. 150:"Page 68, line 30, leave out subsections (3) and (4)." The noble Lord said:...
Lord Goldsmith | 678 c290-1GC (Link to this contribution) The words ““possibly may conflict”” represent current law. This goes back to the formulation that I ...
Lord MacGregor of Pulham Market | 678 c287GC (Link to this contribution) I bring up a situation that I am sure arises quite commonly in this age when many companies are invo...
Lord Goldsmith | 678 c289GC (Link to this contribution) Subsection (5)(b) relates to subsection (4)(b) but not to subsection (4)(a). The noble Lord referred...
Lord Freeman | 678 c292GC (Link to this contribution) I am grateful to the Minister for that reply. I accept the explanation. I beg leave to withdraw the ...
Lord Clinton-Davis | 678 c279GC (Link to this contribution) Would my noble friend Lord Lea be satisfied if the Government were to put their policy in print rath...
Lord Goldsmith | 678 c280-1GC (Link to this contribution) I do not want to prolong this debate and it may be that some aspects can sensibly be discussed outsi...
Lord Freeman | 678 c281GC (Link to this contribution) moved Amendment No. 166:"Page 69, line 28, leave out subsection (1)." The noble Lord said: In movin...
Lord Avebury | 678 c274-5GC (Link to this contribution) Before the noble Lord, Lord Freeman, withdraws the amendment, I will respond to the comments made by...
Lord Freeman | 678 c274GC (Link to this contribution) I respond as a humble accountant and businessman. I am certainly not a lawyer, but the difference is...
Lord Goldsmith | 678 c273GC (Link to this contribution) I am obliged to the noble Lord. I am not complaining at all, we just want the record to be clear abo...
Lord Avebury | 678 c264-7GC (Link to this contribution) I speak to Amendment No. 160A and, if I may, I shall also speak to Amendments Nos. 162A, 162B, 162C,...
Baroness Thornton | 678 c267-8GC (Link to this contribution) I support the amendments. What we are seeking to do is to ensure that all companies are subject to t...
Lord Goldsmith | 678 c262GC (Link to this contribution) The noble Lord spoke to the first half of Amendment No. 159 which would take out subsection (2). I w...
Lord Lea of Crondall | 678 c261GC (Link to this contribution) I am rather surprised that my noble friend Lord Clinton-Davis does not appreciate that I have certai...
Lord Razzall | 678 c259GC (Link to this contribution) I understood what the noble and learned Lord said. I think the noble Lord, Lord Freeman, was draftin...
Lord Goldsmith | 678 c254-6GC (Link to this contribution) The starting point is to recognise what we are trying to do in this important clause. We will come b...
Lord Razzall | 678 c258GC (Link to this contribution) I am glad the noble Lord, Lord Lea of Crondall, has shown his ignorance on this topic by anticipatin...
Lord Razzall | 678 c254GC (Link to this contribution) We support the amendment to which I have added my name. The noble Lord, Lord Freeman, has advanced t...
Lord Goldsmith | 678 c249-50GC (Link to this contribution) I will certainly take up that invitation. The starting point is that the statement of duties in Clau...
Lord Grabiner | 678 c252GC (Link to this contribution) It is probably drawn from the takeover code, in which there is an obligation to comply with the spir...
Lord Razzall | 678 c247GC (Link to this contribution) I am happy to withdraw the amendment.
Lord Goldsmith | 678 c241-3GC (Link to this contribution) The remarks of the noble Lord, Lord Razzall, give me the opportunity to say that I entirely agree wi...
Lord Razzall | 678 c241GC (Link to this contribution) No. With respect to the noble Lord, Lord Clinton-Davis, and his deep experience in these matters, th...
Lord Goldsmith | 678 c243-5GC (Link to this contribution) If all Members of the House took the same view, perhaps. It is obviously right, however, to explain ...
Lord Razzall | 678 c240-1GC (Link to this contribution) I will not repeat the general side-swipe at political opponents that I started with, but I will summ...
Lord Razzall | 678 c240GC (Link to this contribution) I support the amendment in the name of the noble Lord, Lord Freeman. From his remarks, I guess that ...
Viscount Allenby of Megiddo | 678 c240GC (Link to this contribution) I am sorry to interrupt. A Division has been called. We will reassemble in 10 minutes’ time. [The S...
Lord Goldsmith | 678 c238-9GC (Link to this contribution) I thank the noble Lord for what he said in moving his amendment, and for his personal welcome to me,...
Lord MacGregor of Pulham Market | 678 c289GC (Link to this contribution) I beg the noble and learned Lord’s pardon. I meant subsection (4)(b).
Lord Sharman | 678 c291GC (Link to this contribution) I found the Attorney-General’s reply very useful and I shall reflect on it. In the mean time, I beg ...
Lord Sharman | 678 c286GC (Link to this contribution) My name is added to Amendment No. 170. I endorse what the noble Lord, Lord Freeman, has said: it is ...
Lord Clinton-Davis | 678 c286GC (Link to this contribution) Does the noble Lord not accept that the litigation that is envisaged would turn on that precise phra...
Baroness Noakes | 678 c287GC (Link to this contribution) I agree with what my noble friend Lord MacGregor has said. It seems to me that the current position ...
Baroness Noakes | 678 c288GC (Link to this contribution) I am sorry to intervene but it seems to me that the formulation that the noble and learned Lord has ...
Lord Goldsmith | 678 c287-8GC (Link to this contribution) I want to make four points. First, the words ““can have””, which Amendment No. 169, in the name of t...
Lord Sainsbury of Turville | 678 c294GC (Link to this contribution) This might be a convenient moment for the Committee to adjourn until Thursday at 2 pm.
Lord Clinton-Davis | 678 c292GC (Link to this contribution) Once again, I rise to express the view that what has been proposed is more likely than ever to lead ...
Lord Freeman | 678 c293GC (Link to this contribution) I have no intention of pursuing these two amendments. I am grateful for the explanation. We will hav...
Lord Goldsmith | 678 c292-3GC (Link to this contribution) I find myself agreeing with my noble friend Lord Clinton-Davis in the thrust of what he says. The am...
Lord Freeman | 678 c293-4GC (Link to this contribution) moved Amendment No. 173:"Page 70, line 13, at end insert—" ““(   )   Conflicts of interest may be ...
Lord Freeman | 678 c294GC (Link to this contribution) I am grateful for that explanation. I do not intend to pursue this matter. I shall reflect on what t...
Lord Goldsmith | 678 c277-8GC (Link to this contribution) I very much share the approach of my noble friend Lord Clinton-Davis to what my noble friend Lord Le...
Lord Lea of Crondall | 678 c278GC (Link to this contribution) I am very puzzled by the fact that my noble and learned friend is unable to respond because of a doc...
Lord Clinton-Davis | 678 c277GC (Link to this contribution) I applaud what my noble friend has said because the code of practice must address this important iss...
Lord Lea of Crondall | 678 c279GC (Link to this contribution) I am sure I have tested the patience of the Committee and that I had better stop there. I think that...
Lord Sharman | 678 c275GC (Link to this contribution) It may be that accountants speak on this side of the Committee and lawyers on the other. As another ...
Lord Goldsmith | 678 c285GC (Link to this contribution) We have paragraph (b) precisely because you take into account additional qualities that the person m...
Lord Goldsmith | 678 c282GC (Link to this contribution) As the noble Lord, Lord Freeman, said, this is a probing amendment, and two questions have been aske...
Lord Freeman | 678 c283GC (Link to this contribution) moved Amendment No. 167:"Page 69, line 35, leave out subsection (2)." The noble Lord said: In movin...
Lord Sharman | 678 c281-2GC (Link to this contribution) I added my name to the list of people who oppose that Clause 157 stand part of the Bill and I will s...
Lord Clinton-Davis | 678 c274GC (Link to this contribution) The words that the noble Lord, Lord Freeman, has advocated ought to include the words in brackets he...
Lord Freeman | 678 c273-4GC (Link to this contribution) I am grateful to the noble and learned Lord the Attorney-General for explaining the rationale behind...
Lord Goldsmith | 678 c271-3GC (Link to this contribution) These are all elements of the enhancement of shareholder value which the review and the consultation...
Lord Sharman | 678 c269GC (Link to this contribution) My name is added to Amendment No. 161. We on this side of the Committee endorse the concept of enlig...
Lord Goldsmith | 678 c270-1GC (Link to this contribution) I indicated at an earlier stage that in this approach to shareholder value the dichotomy between enh...
Lord Freeman | 678 c263-4GC (Link to this contribution) moved Amendment No. 160:"Page 69, leave out lines 13 and 14 and insert ““Factors to be taken into ac...
Lord MacGregor of Pulham Market | 678 c268-9GC (Link to this contribution) I intervene briefly to support my noble friend Lord Freeman, particularly with regard to Amendment N...
Lord Freeman | 678 c262GC (Link to this contribution) I am so sorry; I should have made that quite clear. Amendments that follow will deal with some of th...
Lord Goldsmith | 678 c262-3GC (Link to this contribution) I am content to deal with this in that way. As it stands, the amendment covers both subsections (2) ...
Lord Clinton-Davis | 678 c261GC (Link to this contribution) I urge the Government to take account of what the TUC has said. I think my noble and learned friend ...
Lord Sharman | 678 c254GC (Link to this contribution) My name is added in support of the amendment. I have one further issue for the Minister to deal with...
Lord Goldsmith | 678 c256-7GC (Link to this contribution) If only. If the company can see only dimly what the nature of its future business relationship with...
Lord Razzall | 678 c257-8GC (Link to this contribution) Before the noble Lord, Lord Freeman, withdraws the amendment, having listened to the Attorney-Genera...
Lord Lea of Crondall | 678 c258GC (Link to this contribution) I am grateful to the noble Lord for giving way. Am I not right in thinking that the Liberal Democrat...
Lord Freeman | 678 c250GC (Link to this contribution) I suggest to the noble and learned Lord the Attorney-General that a way forward in lieu of Amendment...
Lord Lea of Crondall | 678 c252GC (Link to this contribution) My noble and learned friend the Attorney-General is quite right in saying that this is a question th...
Baroness Noakes | 678 c252GC (Link to this contribution) Can the Minister say something about the formulation used in the amendment about acting in the spiri...
Lord Freeman | 678 c252-3GC (Link to this contribution) moved Amendment No. 156:"Page 69, line 7, leave out subsection (1) and insert—" ““(   )   A direct...
Lord Hodgson of Astley Abbotts | 678 c254GC (Link to this contribution) When the noble and learned Lord the Attorney-General replies to my noble friend, will he also addres...
Lord Goldsmith | 678 c247-8GC (Link to this contribution) The noble Lord is right in saying that there is a lack of law at the moment on the extent to which t...
Lord Freeman | 678 c247GC (Link to this contribution) moved Amendment No. 152:"Page 68, line 37, leave out subsection (5)." The noble Lord said: I shall ...
Lord Freeman | 678 c245GC (Link to this contribution) Perhaps I may say a word in admiration of the noble and learned Lord the Attorney-General. I am sure...
Lord Razzall | 678 c246-7GC (Link to this contribution) I understand that, but the point is that if those clauses and Clause 154(4) go through in their exis...
Lord Clinton-Davis | 678 c241GC (Link to this contribution) Would it not be equally germane simply to include words such as, ““subject to anything said in this ...
Lord Freeman | 678 c239GC (Link to this contribution) I am grateful to the noble and learned Lord the Attorney-General. That clarifies the position. The e...
Viscount Allenby of Megiddo | 678 c237GC (Link to this contribution) I need hardly remind noble Lords that if there is a Division in the Chamber while we are sitting, th...
Lord Goldsmith | 678 c289GC (Link to this contribution) I had better take that point away and, before Report, write to the noble Lord with copies to other n...
Lord Goldsmith | 678 c290GC (Link to this contribution) Does the noble Lord not think that in those circumstances the director who is approached will say, “...
Lord Freeman | 678 c290GC (Link to this contribution) I am arguing that people are irrational. I beg leave to withdraw the amendment. Amendment, by leave...
Lord Goldsmith | 678 c288-9GC (Link to this contribution) I am grateful for the intervention but I suggest that the noble Baroness considers further what I ha...
Lord Goldsmith | 678 c294GC (Link to this contribution) The short answer to the noble Lord’s question is, ““No””. The Company Law Review recommended that we...
Lord Lea of Crondall | 678 c279GC (Link to this contribution) I thank my noble and learned friend the Attorney-General for that response. This is not the place fo...
Lord Freeman | 678 c275GC (Link to this contribution) I beg leave to withdraw the amendment. Amendment, by leave, withdrawn. [Amendments Nos. 160A to 16...
Lord Freeman | 678 c285-6GC (Link to this contribution) moved Amendment No. 169:"Page 70, line 2, leave out from ““must”” to ““have”” and insert ““not””" T...
Lord Goldsmith | 678 c285GC (Link to this contribution) There are others in the Committee. One is taking someone on for that additional experience. He is no...
Lord Freeman | 678 c285GC (Link to this contribution) I am grateful to the Minister for that explanation. I beg leave to withdraw the amendment. Amendmen...
Lord Goldsmith | 678 c284-5GC (Link to this contribution) The question of the standard of care which a director owes is enormously important. The law has chan...
Lord Hodgson of Astley Abbotts | 678 c283GC (Link to this contribution) When the noble and learned Lord comes to reply, will he particularly address the issue of wrongful t...
Lord MacGregor of Pulham Market | 678 c283-4GC (Link to this contribution) Perhaps I may ask a simple question in relation to subsection (2). I note that paragraphs (a) and (b...
Lord Freeman | 678 c282GC (Link to this contribution) I am grateful and satisfied. It is a clear answer. I am sure that some of my colleagues may wish to ...
Lord Lea of Crondall | 678 c281GC (Link to this contribution) Again, I thank my noble friend, not least for his courtesy in responding to some of my questions, wh...
Lord Lea of Crondall | 678 c279-80GC (Link to this contribution) moved Amendment No. 165:"Page 69, line 23, at end insert—" ““(   )   In the case of a parent compa...
Lord Goldsmith | 678 c274GC (Link to this contribution) Can the noble Lord help me by explaining the difference between ““should”” and ““must””?
Lord Freeman | 678 c274GC (Link to this contribution) I am not persuaded by the noble Lord, Lord Clinton-Davis. I have included that phrase in Amendment N...
Baroness Fookes | 678 c262GC (Link to this contribution) If this amendment were to be approved, Amendments Nos. 160 to 164 inclusive would not be called by r...
Lord Freeman | 678 c261-2GC (Link to this contribution) moved Amendment No. 159:"Page 69, line 10, leave out subsections (2) and (3)." The noble Lord said:...
Lord Grabiner | 678 c259GC (Link to this contribution) I suspect, if I may be so bold as to suggest it, that when the noble Lord, Lord Sharman, is coming t...
Lord Freeman | 678 c257GC (Link to this contribution) The Attorney-General very helpfully drafted an important section of the guide that is to come, deali...
Lord Goldsmith | 678 c258-9GC (Link to this contribution) Before the noble Lord sits down, I should like to deal with two of the points he raised so that we a...
Lord Lea of Crondall | 678 c250-1GC (Link to this contribution) moved Amendment No. 155:"Page 69, line 5, at end insert ““, and" (   )   always interpret his duti...
Lord Goldsmith | 678 c251-2GC (Link to this contribution) In moving Amendment No. 155, my noble friend has given us a foretaste of what he will say to Amendme...
Lord Goldsmith | 678 c252GC (Link to this contribution) I worry a little how the courts would interpret that if it became law. I accept that the courts will...
Lord Freeman | 678 c248-9GC (Link to this contribution) moved Amendment No. 154:"Page 68, line 38, at end insert—" ““(   )   The general duties specified ...
Lord Freeman | 678 c248GC (Link to this contribution) I am grateful that the noble and learned Lord agrees that there is uncertainty. I am also grateful t...
Viscount Allenby of Megiddo | 678 c247GC (Link to this contribution) I must inform the Committee that if Amendment No. 152 were to be agreed to, I would not be able to c...
Lord Clinton-Davis | 678 c247GC (Link to this contribution) Very well. Amendment, by leave, withdrawn.
Lord Razzall | 678 c245-6GC (Link to this contribution) moved Amendment No. 151A:"Page 68, line 33, leave out subsection (4)." The noble Lord said: I have ...
Lord Goldsmith | 678 c246GC (Link to this contribution) I am grateful to the noble Lord for giving way. The Government have said clearly throughout that the...
Lord Razzall | 678 c243GC (Link to this contribution) We would have shorter meetings if your colleagues took the same view.
Viscount Allenby of Megiddo | 678 c239GC (Link to this contribution) Before calling Amendment No. 150, I have to tell the Committee that if the amendment were agreed to,...
Lord Freeman | 678 c237-8GC (Link to this contribution) moved Amendment No. 149:"Page 68, leave out lines 28 and 29." The noble Lord said: I am delighted t...
Lord Clinton-Davis | 678 c290GC (Link to this contribution) Is the noble Lord is arguing that boards of directors are necessarily irrational or that they should...
Lord Freeman | 678 c290GC (Link to this contribution) Because the Minister describes a rational world of rational people and rational boards. The Minister...
Lord Freeman | 678 c289-90GC (Link to this contribution) We shall have to return to this issue on Report. It has been an interesting clarifying debate but I ...
Lord Sharman | 678 c290GC (Link to this contribution) moved Amendment No. 170A:"Page 70, line 3, leave out ““or possibly may conflict””" The noble Lord s...
Lord Sharman | 678 c286-7GC (Link to this contribution) No, I do not. All litigation turns on a phrase of one kind or another, and I see no particular diffe...
Lord MacGregor of Pulham Market | 678 c289GC (Link to this contribution) But, for a public company, subsection (4)(a) is dependent on subsection (5)(b). I assume that that m...
Lord Freeman | 678 c292GC (Link to this contribution) moved Amendment No. 171:"Page 70, line 11, leave out paragraph (a) and insert—" ““(a)   if the dir...
Lord Freeman | 678 c291GC (Link to this contribution) moved Amendment No. 170C:"Page 70, line 9, at end insert ““which is or has been declared under secti...
Lord Goldsmith | 678 c291-2GC (Link to this contribution) A failure to declare an interest in a transaction or an arrangement with the company that could reas...
Lord Lea of Crondall | 678 c275-7GC (Link to this contribution) moved Amendment No. 163:"Page 69, line 23, at end insert ““, and" (   )   the duty to settle all t...
Lord Goldsmith | 678 c278-9GC (Link to this contribution) How could I fail to rise to such friendly bait? Perhaps my noble friend will examine with me what he...
Lord Clinton-Davis | 678 c286GC (Link to this contribution) On Amendment No. 170, the inclusion of the words,"““take all reasonable steps to””," would invite l...
Lord Goldsmith | 678 c280GC (Link to this contribution) I have my notes. They are not copious: I am afraid that I am going to disappoint my noble friend Lor...
Lord Lea of Crondall | 678 c280GC (Link to this contribution) Again, I am grateful to start this debate rather than say that I have the answer. I do not understan...
Subjects
Codes of practice
Company law
Companies
Directors
Civil proceedings
Conduct
Finance
Liability
Management
Taxation
Shareholders
Transfer pricing
Legislation
Company Law Reform Bill (HL) 2005-06
Link
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