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Mr. Redwood : I beg to move, That the clause be read a Second time.
Mr. Deputy Speaker (Sir Paul Dean :) With this, it will be convenient to take Government new clause 44-- Making of corresponding provision for Northern Ireland --and Government amendment No. 259.
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Mr. Redwood : The new clauses are to be inserted in place of the present clause 200, which is removed by amendment No. 259. The new clauses merely set out the arrangements for Northern Ireland. On the face of it, it seems curious that some provisions extend to the Province, whereas others, even in the same part, do not. It may be appropriate for me to take a few moments to explain how that has occurred. Traditionally, and constitutionally, it has been practice for the Northern Ireland authority to cary out most of the executive functions of Government, including in particular most company law functions.
Under the developed powers of the Northern Ireland Act 1974 provisions may be enacted by an Order in Council and this procedure is intended for provisions in the Bill affecting company law and insolvency law. However, some enactments amended in the Bill, notably the Financial Services Act 1986 and the Fair Trading Act 1973, were, in the main, introduced to apply on a United Kingdom basis. We therefore had to follow suit with amendments to those acts. Inevitably there have been some new provisions in the Bill which do not follow any precedent-part IX on transfer of securities is such an example. In those cases we have taken the advice of the Northern Ireland authorities in deciding which procedure to follow. I hope that that explains the pattern. The amendments being made simply reflects changes made in the Bill and I hope, set out the provisions a little more clearly than before.
Question put and agreed.
Clause read a Second time, and added to the Bill.
New Clause 44
Making of corresponding provision for Northern Ireland
.--(1) An Order in Council under paragraph 1(1)(b) of Schedule 1 to the Northern Ireland Act 1974 (legislation for Northern Ireland in the interim period) which contains a statement that it is only made for purposes corresponding to the purposes of provisions of this Act to which this section applies--
(a) shall not be subject to paragraph 1(4) and (5) of that Schedule (affirmative resolution of both Houses of Parliament), but (
(b) shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(2) The provisions of this Act to which this section applies are-- (
(a) Parts I to V, and
(b) Part VII, except sections 146, 147 and 158 and Schedule 20.'.-- [Mr. Redwood.]
Brought up, read the First and Second time, and added to the Bill.
Mr. Redwood : I beg to move amendment No. 256, in page 195, line 4, leave out clause 193.
Mr. Deputy Speaker : With this it will be convenient to discuss Government amendment No. 282.
Mr. Redwood : Some doubt has been expressed as whether debts that were not due and payable at the commencement of a bankruptcy could be incorporated in a set off under section 323 of the Insolvency Act 1986. A set-off is a device by which a creditor can add up all his credits and debits with an insolvent person and claim the net figure.
The doubt particularly concerns contingent creditors such as guarantors of the bankrupt's debt since the
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guarantor is often called upon after the commencement of the bankruptcy. The present clause seeks to deal with that perceived doubt by omitting the word "due". It has also been simplified in its construction. The clause may well have clarified the position of some contingent claims, but only by potentially widening the scope of those claims capable of being included in the set off. The extent of that widening could be considerable. It is desirable as far as possible to maintain the principle of pari passu or fair distribution in insolvency.To avoid creating fresh uncertainty we have decided that it would be preferable to delete the clause from the Bill. In taking that decision we have borne in mind that the current law has not been fully tested in the courts. In all the circumstances it is sensible and desirable to delete the clause and allow the existing law to develop. British law thrives on cases and individual decisions--
Mr. Derek Foster (Bishop Auckland) : And lawyers.
Mr. Redwood : Yes, and lawyers, and it should be allowed to do so here.
Amendment No. 282 is consequential on the deletion of clause 193 and removes the Insolvency Act 1986 from the title of the Bill. Question put and agreed to.
Clause 197
Building societies : miscellaneous amendments
Amendments made : No. 257, in page 196, line 22, after (1)' insert
In section 104 of the Building Societies Act 1986 (power to assimilate law relating to building societies and law relating to companies), in subsection (2) (relevant provisions of that Act), omit the word "and" before paragraph (d) and after that paragraph add-- " ; and
(e) section 110 (provisions exempting officers and auditors from liability)."
(2)'.
No. 258, in page 197, line 1, leave out clause 198.
No. 259, in page 197, line 26, leave out clause 200.-- [Mr. Redwood.]
Clause 201
Commencement and transitional provisions
Mr. Redwood : I beg to move amendment No. 260, in page 198, line 27, after The' insert
following provisions of this Act come into force on Royal Assent--
(a) in Part VI (mergers)--
(i) sections 137 to 140, and
(ii) paragraphs 2 to 11, 13 to 15, 17 to 19 and 21 to 24 of Schedule 19, and section 143 so far as relating to those paragraphs ;
(b) in Part VIII (amendments of the Financial Services Act 1986), section 187 (offers of short-dated debentures) ;
(c) in Part X (miscellaneous and general provisions), the repeals made by Schedule 22 in sections 71, 74, 88 and 89 of, and Schedule 9 to, the Fair Trading Act 1973, and section 199 so far as relating to those repeals.
(1A) The other'.
Mr. Deputy Speaker : With this it will be convenient to discuss the following. Amendment (a) to the proposed amendment, before (a), insert--
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(a) in Part IV (amendments of company law), section 131 (application to declare dissolution of company void) ;'.Government amendment No. 261.
Mr. Redwood : My amendment proposes that certain provisions of the Bill should be brought into effect upon Royal Assent. The first set compromises certain of the provisions on mergers in part VI of the Bill, the most important of which concern the new powers to accept undertakings to divest instead of making a reference, the temporary restrictions on share dealings once a reference has been made and the improved powers for looking at creeping acquisitions. We consider that those provisions will be of sufficient immediate use to warrant early introduction and will not, on the other hand, impinge unfairly on business.
The other provision covered is clause 187. That amends section 195 of the Financial Services Act 1986, which increases from one year to five the maximum maturity which certain debentures may have if they are to be offered without a prospectus.
The change is one of a number of measures announced in the Chancellor's Budget to unify the short-term corporate bond and sterling commercial paper markets.
Mr. John Garrett : Which Chancellor?
Mr. Redwood : They are all Chancellors of the same Government. The other changes have already been implemented and this one should be made as soon as possible so as to complete the process. The other provisions of the Bill remain as at present and Government orders will be made. The Government intend to bring as many provisions as possible into force within the first six months or so of the new year. Amendment No. 261 is consequential.
Amendment to the proposed amendment agreed to.
Main amendment, as amended, agreed to.
Amendment made : No. 261, in page 198, line 33, at end insert-- (3) The Secretary of State may also by order under this section amend any enactment which refers to the commencement of a provision brought into force by the order so as to substitute a reference to the actual date on which it comes into force.'.-- [Mr. Redwood.]
Schedule 22
Repeals
Mr. Redwood : I beg to move amendment No. 262, in page 303, line 10, at end insert--
1964 c. 40 Harbours Act 1964. In section 42(6), the words "required to be attached to a
company's balance sheet".'.
Mr. Deputy Speaker : With this it will be convenient to discuss Government amendments Nos. 263 to 281.
Mr. Redwood : This group of amendments make changes to schedule 22, which list the repeals made in the Bill to various amendments in consequence of its provisions. The amendments are either in consequence of changes discussed earlier or have been left over from earlier--
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It being One o'clock, Mr. Deputy Speaker-- proceeded, pursuant to the Order [26 October], to put the Question on the remaining amendments standing in the name of a member of the Government. Amendment agreed to.Mr. Deputy Speaker-- then proceeded to put forthwith the Question on amendments, moved by a Member of the Government, of which notice had been given, to that part of the Bill to be concluded at One o'clock am.
Amendments made : No. 263, in page 303, line 34, leave out from beginning to end of line 37.
No. 264, page 303, line 38, column 3, leave out from beginning to end of line 40.
No. 309, in page 303, line 40, column 3, at end insert Section 160(3).'.
No. 265, in page 304, line 29, column 3, at end insert Section 440.'.
No. 266, in page 304, line 36, column 3, leave out from beginning to end of line 38 and insert Section 447(1).'.
No. 267, in page 304, line 50, column 3, at end insert
(a) in subsection (2), paragraphs (a) and (d) and the word "or" preceding the latter.'.
No. 268, page 305, line 24, column 23, at end insert
(aa) in paragraph 1(1), the words "paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9";'.
No. 269, in page 305, line 29, column 3, leave out 3(2)' and insert 3(1)'.
No. 270, in page 305, line 34, column 3, at end insert
(ee) in paragraph 4(1), the words "(whether as personal representative or otherwise)";'.
No. 271, in page 306, line 7, column 3, at end insert
In Schedule 22--
(a) the entry relating to section 36(4) ;
(b) in the entry relating to sections 363 to 365, the words "(with Schedule 15)" ;
(c) in the entry relating to sections 384 to 393, in column 2, the word "qualifications".'.
No. 272, in page 306, line 13, column 3, leave out 393 and 703(1)' and insert and 393'.
No. 273, in page 306, line 15, leave out from beginning to end of line 17.
No. 274, in page 306, line 18, column 3, leave out paragraph' and insert paragraphs 7(3), 23 and'.
No. 275, in page 306, line 26, after sections' insert 45(5)'. No. 276, in page 306, line 27, column 3, at end insert
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In Part I of Schedule 13, the entries relating to sections 222(4), 225 and 733(3),'.No. 277, in page 307, line 41, column 3, at beginning insert--
In the Table in section84(1), the entry relating to persons appointed under section 94, 106or 177 of the Financial Services Act 1986.'.
No. 278, in page 307, line 43, column 3, leave out 18(2)' and insert 18(1)'.
No. 279, in page 307, line 44, column 3, leave out from beginning to and' and insert--
(b) in paragraph 18(7), the words "and (1A)" ;
(c) paragraph 18(8)'.
No. 280, in page 307, line 48, at end insert--
1988 c. 1. Income and Corporation Taxes Act 1988. Section 565(6)(b).'.
No. 281, in page 307, line 49, at end insert--
1988 c. 48. Copyright, Designs and Patents Act 1988. In Schedule 7, paragraph 31.'.-- [Mr. Redwood.]
Title
Amendment made : No. 282, in line 17, leave out the Insolvency Act 1986.'.
Queen's and Prince of Wales's consent having been signified : -- It being after One o'clock am, Mr. Deputy Speaker-- proceeded, pursuant to the Order this day, to put forthwith the Question, That the Bill be now read the Third time :
The House divided : Ayes 110, Noes 20.
Division No. 359] [1.00 am
AYES
Alexander, Richard
Amess, David
Amos, Alan
Arbuthnot, James
Arnold, Jacques (Gravesham)
Atkinson, David
Baker, Nicholas (Dorset N)
Bennett, Nicholas (Pembroke)
Bowden, A (Brighton K'pto'n)
Bowis, John
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