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Companies Bill [HL]

My Lords, I am extremely grateful to the Minister for his reassurance on the status of the new clauses that the Government are introducing. The fact that no new legal developments are intended, except in so far as he explained, is a critical reassurance to practitioners and to the country at large. I am also grateful for the Minister’s remarks on a private company purchasing its own shares and on the fact that the abolition of the ““whitewash”” procedure will not resurrect the common law prohibitions, which has been a cause of much concern externally. Generally, we share the Minister’s view—indeed, we argued it in Grand Committee on 15 March—that there is a strong argument for consolidation. On that date we discussed pre-emption and allotment—a part of company law frequently considered by practitioners. We argued that to have it straddling two or three Acts was not helpful. However, the Government have sought to address a wider range of topics with these amendments, as the Minister explained. As the Minister pointed out, if this consolidation were to take place, account would have to be taken of the fact that commercial practice develops rather faster than the measured pace of primary statute law. At an earlier stage the Minister listed three areas where it was believed that some mechanism for updating through secondary legislation would be needed, of which, as he said, capital maintenance was one. We accept the force of these arguments. Therefore, in these areas, which are covered by Amendments Nos. 432 and 512, we are prepared to accept the introduction of an affirmative procedure statutory-instrument-based system for interim reform. We do so, despite the misgivings expressed in the Delegated Powers and Regulatory Reform Committee’s report because of the relatively technical, fast changing nature of this section of company law. However, we share the view that the committee has a strong point with respect to the reform power in Amendment No. 671. That covers another area of the law—distributions—the implications of which, and the future policy principles for, have been much less discussed. Therefore, we are grateful to hear that the Government will not move Amendment No. 671. On Question, Motion agreed to.