This short debate raises two questions. With Amendment No. 176, the noble Lord, Lord Freeman, wants to insert the words ““an existing or”” so that, if I heard him right, it becomes clear that this clause is intended to apply to existing and proposed transactions. The fact is that it is not. Clause 161 is...

This short debate raises two questions. With Amendment No. 176, the noble Lord, Lord Freeman, wants to insert the words ““an existing or”” so that, if I heard him right, it becomes clear that this clause is intended to apply to existing and proposed transactions. The fact is that it is not. Clause 161 is...

I am grateful to the Attorney-General for agreeing to write on the question of whether indemnities are caught. The record will be read by those who are interested in these matters. Clause 160 agreed to. Clause 161 [Duty to declare interest in proposed transaction or arrangement]:

I am grateful to the Attorney-General for agreeing to write on the question of whether indemnities are caught. The record will be read by those who are interested in these matters. Clause 160 agreed to. Clause 161 [Duty to declare interest in proposed transaction or arrangement]:

I want to probe on Clause 164. We have now moved on to consent, approval or authorisation by members—the shareholders. Given that the statutory statement is intended to replace the existing common law rules and equitable principles, it is important for the Government to explain what the rules and principles referred to...

I want to probe on Clause 164. We have now moved on to consent, approval or authorisation by members—the shareholders. Given that the statutory statement is intended to replace the existing common law rules and equitable principles, it is important for the Government to explain what the rules and principles referred to...

moved Amendments Nos. 193 to 195:"Page 81, line 41, leave out ““the transaction (that is,””""Page 82, line 1, leave out transaction”” and insert ““arrangement””""Page 82, line 3, leave out ““a transaction”” and insert ““an arrangement””" On Question, amendments agreed to. Clause 184, as amended, agreed to. Clause 185 [Exception for expenditure on company business]:

moved Amendments Nos. 193 to 195:"Page 81, line 41, leave out ““the transaction (that is,””""Page 82, line 1, leave out transaction”” and insert ““arrangement””""Page 82, line 3, leave out ““a transaction”” and insert ““an arrangement””" On Question, amendments agreed to. Clause 184, as amended, agreed to. Clause 185 [Exception for expenditure on company business]:

I am content with these amendments. I have received no representations and I commend them. On Question, amendment agreed to.

I am content with these amendments. I have received no representations and I commend them. On Question, amendment agreed to.

moved Amendments Nos. 201 to 210:"Page 86, line 33, after ““transaction”” insert ““or arrangement””""Page 86, line 36, after ““transaction”” insert ““or arrangement””""Page 86, line 38, after ““transaction”” insert ““or arrangement””""Page 86, line 40, after ““transaction”” insert ““or arrangement””""Page 86, line 42, after ““transaction”” insert ““or arrangement””""Page 86, line 44, after ““transaction”” insert ““or arrangement””""Page 87, line 2, after ““transaction”” insert...

moved Amendments Nos. 201 to 210:"Page 86, line 33, after ““transaction”” insert ““or arrangement””""Page 86, line 36, after ““transaction”” insert ““or arrangement””""Page 86, line 38, after ““transaction”” insert ““or arrangement””""Page 86, line 40, after ““transaction”” insert ““or arrangement””""Page 86, line 42, after ““transaction”” insert ““or arrangement””""Page 86, line 44, after ““transaction”” insert ““or arrangement””""Page 87, line 2, after ““transaction”” insert...

I am content with that response, which has clarified the position, and I beg leave to withdraw the amendment. Amendment, by leave, withdrawn. [Amendment No. 212B not moved.] Clause 195 agreed to. Clause 196 [Amounts taken to be payments for loss of office]: On Question, Whether Clause 196 shall stand part of the Bill.

I am content with that response, which has clarified the position, and I beg leave to withdraw the amendment. Amendment, by leave, withdrawn. [Amendment No. 212B not moved.] Clause 195 agreed to. Clause 196 [Amounts taken to be payments for loss of office]: On Question, Whether Clause 196 shall stand part of the Bill.

Clause 196 treats certain payments to be payments for loss of office. These are payments where, if in connection with a transfer of the shares or undertaking of the company, the director gets given more for the shares than other holders of like shares, or the director receives other valuable consideration. The...

Clause 196 treats certain payments to be payments for loss of office. These are payments where, if in connection with a transfer of the shares or undertaking of the company, the director gets given more for the shares than other holders of like shares, or the director receives other valuable consideration. The...

moved Amendments Nos. 211 to 212:"Page 87, line 21, after ““transaction”” insert ““or arrangement””""Page 87, line 28, after ““transaction”” insert ““or arrangement””" On Question, amendments agreed to. Clause 194, as amended, agreed to. Clause 195 [Payments for loss of office]:

moved Amendments Nos. 211 to 212:"Page 87, line 21, after ““transaction”” insert ““or arrangement””""Page 87, line 28, after ““transaction”” insert ““or arrangement””" On Question, amendments agreed to. Clause 194, as amended, agreed to. Clause 195 [Payments for loss of office]:

moved Amendment No. 212A:"Page 87, line 34, after ““while”” insert ““acting as a””" The noble Lord said: I shall speak also to Amendment No. 212B. We have moved on at quite a rapid rate. These two amendments are recommended by lawyers who are very experienced in dealing with payments for loss of office who have...

moved Amendment No. 212A:"Page 87, line 34, after ““while”” insert ““acting as a””" The noble Lord said: I shall speak also to Amendment No. 212B. We have moved on at quite a rapid rate. These two amendments are recommended by lawyers who are very experienced in dealing with payments for loss of office who have...

moved Amendment No. 199:"Page 85, line 19, at end insert ““for that director or a person connected with him,””" The noble Lord said: Clause 190(3) and (4) determine what transactions or arrangements are,"““other relevant transactions or arrangements””," for the purposes of working out whether the company may make further use of a particular exception...

moved Amendment No. 199:"Page 85, line 19, at end insert ““for that director or a person connected with him,””" The noble Lord said: Clause 190(3) and (4) determine what transactions or arrangements are,"““other relevant transactions or arrangements””," for the purposes of working out whether the company may make further use of a particular exception...

I think that I can reassure the noble Lord, but I do not think we need to change this clause. The preliminary stages of action by a regulatory body for non-compliance with a requirement of a regulatory nature might not constitute formal ““proceedings””. But in that case a loan to a director would...

I think that I can reassure the noble Lord, but I do not think we need to change this clause. The preliminary stages of action by a regulatory body for non-compliance with a requirement of a regulatory nature might not constitute formal ““proceedings””. But in that case a loan to a director would...

If, as the Minister says, this is covered already in the Bill, is there any harm in putting this amendment in the Bill, because there is doubt in some people’s minds? What is the disadvantage of doing that?

If, as the Minister says, this is covered already in the Bill, is there any harm in putting this amendment in the Bill, because there is doubt in some people’s minds? What is the disadvantage of doing that?

I endorse this group of amendments, to which my name has been added. It would be useful to understand fully the policy reasons behind the extension of the categories of connected persons, in particular because I can envisage this extension being something which will be very difficult, if not in some cases...

I endorse this group of amendments, to which my name has been added. It would be useful to understand fully the policy reasons behind the extension of the categories of connected persons, in particular because I can envisage this extension being something which will be very difficult, if not in some cases...

This clause requires companies to record minutes of all proceedings at directors’ meetings, replacing the current requirement in Section 382 of the Companies Act 1985. Subsection (2) contains a new provision, introducing a minimum period for keeping these records, so as to make it clear that they are not required to be kept...

This clause requires companies to record minutes of all proceedings at directors’ meetings, replacing the current requirement in Section 382 of the Companies Act 1985. Subsection (2) contains a new provision, introducing a minimum period for keeping these records, so as to make it clear that they are not required to be kept...

moved Amendment No. 234:"Page 101, line 39, leave out subsection (3) and insert—" ““(3)   The registrar must give notice of the proposal to revoke the certificate— (a)   to the individual to whom the certificate was issued, and (b)   to every company of which the registrar has been notified that the individual is a director.”” On Question,...

moved Amendment No. 234:"Page 101, line 39, leave out subsection (3) and insert—" ““(3)   The registrar must give notice of the proposal to revoke the certificate— (a)   to the individual to whom the certificate was issued, and (b)   to every company of which the registrar has been notified that the individual is a director.”” On Question,...

moved Amendments Nos. 235 to 236:"Page 102, line 14, leave out first ““address”” and insert ““usual residential address in relation to all directorships held by the individual of which the registrar has been notified””""Page 102, line 16, leave out ““each company of which”” and insert ““every company of which the registrar has been notified that””" On Question,...

moved Amendments Nos. 235 to 236:"Page 102, line 14, leave out first ““address”” and insert ““usual residential address in relation to all directorships held by the individual of which the registrar has been notified””""Page 102, line 16, leave out ““each company of which”” and insert ““every company of which the registrar has been notified that””" On Question,...

had given notice of his intention to move Amendment No. 225:"Page 98, line 25, leave out subsections (3) and (4)." The noble Lord said: I am not going to move this amendment, because the Attorney-General has already dealt with this in large part, not only in the recent debates that we have had on...

had given notice of his intention to move Amendment No. 225:"Page 98, line 25, leave out subsections (3) and (4)." The noble Lord said: I am not going to move this amendment, because the Attorney-General has already dealt with this in large part, not only in the recent debates that we have had on...

I am grateful to the Minister. The National Association of Pension Funds, the Institute of Directors and the CBI will appreciate that offer to look at the matter further. If there are comments to be made and more specific arguments to be deployed, I will ensure that that happens. I do not intend to...

I am grateful to the Minister. The National Association of Pension Funds, the Institute of Directors and the CBI will appreciate that offer to look at the matter further. If there are comments to be made and more specific arguments to be deployed, I will ensure that that happens. I do not intend to...

I am grateful to my noble and learned friend. I see the logic of his argument that this would be going a step further, but it might facilitate certainty in the proceedings if some mechanism were envisaged whereby this interest were made clear to the meeting. No doubt my noble and learned...

I am grateful to my noble and learned friend. I see the logic of his argument that this would be going a step further, but it might facilitate certainty in the proceedings if some mechanism were envisaged whereby this interest were made clear to the meeting. No doubt my noble and learned...