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30 Jan 2008 : Column 122WHcontinued
The Labour Government have rightly encouraged the private equity industry to thrive on these shores, and they have to take a certain amount of credit where credit is due. The private equity industry here is a world trend-setter, which otherwise might have left these shores to operate somewhere else, for example, Switzerland. The UK is at the forefront of that global industry. The private equity industry here employs some 18,000 people in 1,500 firms and it helped to generate some £5.5 billion domestically last year in fees for legal, accounting and other professional service firms.
It is also worth reflecting on the positive effects that the threat of private equity involvement has had on many of our leading public companies. Unarguably, management in the public markets has been inspired to sharpen up its act in the face of the potential for radical restructuring by potential bidders.
Nevertheless, the generous tax regime, although it is justified for those entrepreneurs who take enormous risks, is less easy to justify for many of the operators in the private equity field. The taper relief arrangements, which from 2002 reduced corporation tax on holdings of two years or more to just 10 per cent., encouragedperhaps over-encouragedthe structuring of corporate refinancing transactions to maximise the amount of debt. That has had the effect of allowing companies to benefit from a more generous taxation treatment, not least in the creation of shareholder debt, which behaves in some ways like equity but is treated as debt for tax purposes.
Many in the private equity field are, in effect, financiers rather than risk takers. As such, it is surely more equitable for their rewards to be treated more like income, and therefore subject perhaps to higher tax rates, not least because so much of the debt created in the structuring of their transactions is rapidly syndicated out to other banks. Therefore, I firmly believe that the creation of a standard 18 per cent. simplified rate of capital gains tax is to be welcomed. I hope that that will be driven through properly by the Government in the months ahead, not least in view of the confusion that has reigned supreme recently.
Also controversial has been the treatment of carried interest on private equity funds, which is taxed as a capital gain rather than as income. No one is suggesting that anyone in the private equity world is doing anything wrong. However, it is clear that the Treasurys granting of a more favourable regime in the past was intended to reward genuine entrepreneurs. In principle, that surely must mean that, where carried interest looks like income, it should be treated as such for taxation purposes. Incidentally, it also makes good sense to treat capital gains and income more evenly, and I anticipate that a future Conservative Treasury would seek in time to reduce to 18 per cent. the basic rate of income tax in line with the level of CGT to apply from April.
Given the strangulating effect of ever more obtrusive regulation on public companies, it is of little surprise that many companies have chosen to go down the private equity route. They have not done so simply out of a desire for greater secrecy; it is a reflection on the level of transparency expected of public companies in the modern age.
Mr. Brooks Newmark (Braintree) (Con): For clarification, the reason that the UK is so successful in attracting private equity is our historicallyin recent yearsattractive tax regime. I hope that my hon. Friend is not suggesting that carried interest should be viewed as income, because all other major western countries view it is a capital gain. It is important that, in order to remain competitive, the UK maintains a competitive carried interest regime.
Mr. Field: I accept my hon. Friends point. He has a track record in private equity and has been a big supporter of it in various debates in the Treasury Committee. I want income to be treated as income, and capital as capital. There has been a muddying of the water, and if it were my job to look after such matters, as it is the Ministers, I would take a slightly harder line than perhaps my hon. Friend would prefer. In considering carried interest, we should look beyond the benefits that perhaps have applied in recent years. In effect, some elements of carried interest constitute income, and should be taxed accordingly.
I shall return to the causes of so many of the problems in the public markets. A level of transparency is expected of public companies that is out of kilter with the desires of many who run them. The disequilibrium between public and private company requirements makes the latter route attractive.
The Exchequer Secretary to the Treasury (Angela Eagle): The hon. Gentleman is making some interesting points. If he thinks that there is a problem with transparency of public companies, does he think that the answer is to level the playing field on transparency by ratcheting up private equity to public company level, or by ratcheting the latter down to private equity level?
Mr. Field: I am coming to that.
As I was saying, I think that the disequilibrium is such that there has been too much regulation and expectation, not just of transparencywe all want transparent marketsbut of bureaucracy in the hands of public companies, which runs the risk of some businesses moving to different shores. We are living in a globalised world, for which we should rejoice.
Mr. Newmark: Although I might disagree with my hon. Friend on his tax analysis of the regime that we should have, he makes an excellent point about regulation. On transparency, which was a point brought up during Treasury Committee hearings, I hope that he supports the Walker review and its suggestions for the behaviour of private equity.
Mr. Field: I have learned that getting one out of two from my hon. Friend is never a bad score. I thank him for his support.
If public markets worked efficiently, there would be very little need for private equity. Hitherto, most companies subject to private equity have been ostensibly underperformers in the public market, and the alchemy of talented fresh management has helped to transform their fortunes, which is why the leading players in UK private equity and venture capital are comfortable adopting in full Sir David Walkers guidelines on transparency and disclosure. The industry recognises the need to
comply with effective self-regulation, with financial statements and annual reviews being the norm. That rather than Financial Services Authority or Government intervention is the right way forward.
As private equity becomes more popular, however, so too does the level of complexity in the debt instruments being created. There are many even in the financial services and banking industry who do not properly understand the operation of some of the debt obligations being created and sold off, as we have seen to our cost globally in recent months. The buoyant global economy and the wall of money available to financiers, given historically low interest rates, bring with it the risk of a systemic collapse. Once more it is important to stress that relatively few jobs are at risk. If a private equity-backed company bought out at a price representing the top of an economic cycle were to fail, once financially restructured, relatively few jobs would be lost. The real losers in the event of a high-profile private equity failure would be banksand by extension, their shareholders and pension fundholders who are naturally the type of people who might be used to paying higher rates of tax. The original private equity players are likely to be long gone.
The year ahead for private equity will, I suspect, be dominated by the emergence of sovereign wealth funds. The fear is that their investment in UK business will simply reopen the debate on transparency and disclosure, which the Walker report was designed to close. Indeed Delta 2, the Qatari sovereign wealth fund, whose bid for Sainsburys last autumn fell only at the final hurdle, had agreed to abide by the terms of the Walker report, which is to be supported. These SWFs, from India and the middle east in particular, but also from places such as Russia, I suspect, given the sustained high oil and gas prices, will look to invest aggressively especially where falling stock markets provide good value in public company shares. It has been estimated that those funds have anything up to $3 trillion at their disposal. Ideally they too should be subject to Walker-style self-regulation, as a matter of course.
In conclusion, traditionally in the UK we have an open approach to overseas investment. The City, and the UK as a whole, rightly welcome business from investors of all nationalities. If that culture is not to be threatened by public outcry, it is to be hoped that 2008s new big thingsovereign wealth fundswill recognise that the spirit of the age demands responsible investment with a code of conduct governing its behaviour.
The Exchequer Secretary to the Treasury (Angela Eagle): I congratulate the hon. Member for Cities of London and Westminster (Mr. Field) on securing todays timely debate on one of the most interesting phenomena in our ever-evolving and changing dynamic marketplace. It is important and true to say that although private equity has been growing it remains a relatively small part of our overall economy. It is not a form of ownership that the Government particularly favour over other models.
With the hon. Gentlemans expertise as secretary of the all-party group on private equity and venture capital, he made a positive case for private equity where it works
well. I do not particularly disagree with any part of his analysis. However, we think that what matters for investors, companies, employees and the economy as a whole is not the form of ownership, but how effectively it is exercised in promoting the long-term creation of value, investment, growth and employment.
As the hon. Gentleman was gracious enough to hint, and possibly even state explicitly, over the past 10 years, the Government have made real progress in promoting long-term decision making on investment. We have taken important steps to make our economy more dynamic, to enhance competition and to deal with the challenges of globalisation. We could have a very interesting debate on how that might play out in popular belief, and on the fact that worries and insecurities are never the right basis for taking long-term decisions. However, those on both sides of the House will admit that we have to deal with those insecurities and worries if we are to continue to make the case for what has been the UKs traditional approach to living and doing well in the worldan open and dynamic economy facing out to the world rather than turned in on itself.
We believe that the changes we have made have helped businesses to raise finance. The private equity sector is disparate; it ranges from private equity by-outs to the provision of venture capital and investment by business angels in small start-up companies, and includes everything in between. Evidence at the smaller end of the scale shows that most businesses are raising the finance they needin fact, more than 85 per cent. obtain it at the first attempt. However, for the minority of businesses that are unable to do so, the Government have designed a range of measures to help; the enterprise capital funds, for example, are intended to address the equity gap that many small but potentially high-growth businesses face. The funds are run by private sector fund managers who make commercial investments, but they invest a mix of public and private money, with the Government providing up to £2 for every £1 of private money. The total Government commitment to those funds is more than £140 million, and it will continue at £50 million a year by 2010-11, providing the seed corn for a generation of new and potentially high-growth businesses. That is in our interest.
The Government have also reformed the tax system to encourage innovation and investment. I discerned from the hon. Gentlemans comments a basic agreement with the approach to capital gains tax. Despite issues about the detail, he was gracious enough to point out that we now have one of the lowest and most competitive rates of capital gains taxat least we will by April.
We have also reformed the tax system. For example, the enterprise investment scheme has raised about £6.1 billion, which has been invested in more than 14,000 small, higher-risk companies. Venture capital trusts have invested another £3.3 billion in more than 1,400 companies. Those schemes help to encourage the creation and growth of new firms, and they can also be a less focused-upon part of private equity. They ensure that anybody with the potential to succeed in business has the opportunity to do so if they can sell their ideas to the funds, and they have helped the number of small businesses in the UK to rise by 760,000 since 1997.
Mr. Field: The Minister has quite rightly given more detailsas I did not in my additional commentsabout seed-corn finance for smaller businesses, and the Government rightly place much importance on innovation and flair. One could not possibly disagree. Likewise, the simplified capital gains tax regime is an important element. However, my concerns were about when private equity clashes with public companies. Are the Government not concerned that the public markets seem to be so unattractive to companies of that size that they choose private equity as the route to run their businesses?
Angela Eagle: We must examine the trends of the different choices that business people can make, and the balance between them, and the different business models that can be adopted. I recognise the point that the hon. Gentleman makes, but at the same time, it is also important to recognise that transparency in public companies is to ensure that shareholders have appropriate access to the information they need to make business decisions. Some of the private equity issues that the Walker report dealt with were precisely about valuation and trying to assess what is going on in funds, to ensure that in the private equity model, investors are certain about what is being done in their name, and with their money.
There is a general case for transparency, and the hon. Gentleman made it when he talked about possible issues in the future with sovereign wealth funds and transparency. We must keep the issues under review, but the recent changes to company law got the balance about right. We note with approval the Walker report and its comments about transparency, annual reviews and the need to ensure that the private equity industry addresses the detail of valuation and activity, which the Myners review also pointed out.
On buy-outs, the hon. Gentleman is quite right: at their best, private equity companies can make changes to businesses through restructuring, efficiency to give the business a better future, a shorter management chain, clearer targets and accountabilities and stronger incentives. There are good and bad examples of how private equity works, as there are with all generic models. The hon. Gentleman can cite some good ones, but there have been some not so good examples, too. The Government want best practice in all areas, leading to fitter companies that can deal with change more effectively and, therefore, survive in good health to provide growth and investment opportunities. That is what we want to encourage, and I hope that there is no disagreement in the Chamber about that.
On executive remuneration, the hon. Gentlemans view was disputed by his hon. Friend the Member for Braintree (Mr. Newmark), and I do not want to interfere in what is obviously an interesting debate on the Opposition Benches. However, I make it clear that we remain interested in all aspects of rewards to people involved in private equity. That includes application of the legislation on employment-related security, some of which touches on the issues that the hon. Member for Cities of London and Westminster raised, and the tax treatment of carried interest and management fees. We will continue to keep those issues under review. The hon. Gentleman has his own views, but his hon. Friend the Member for Braintree disagreesat least on that
point. We keep a close eye on what is going on to ensure that tax treatments and rules are properly followed, and that there is no attempt to reclassify debt as equity or income as capital gains outwith the existing rules.
Mr. Field: But is the heart of the matter not the concern that because tax treatment of income and capital is so disparate it generates a perverse incentive to behave in a particular way? The ideal scenario would be to return to the regime that Lord Lawson brought in about 20 years ago, when he moved towards looking on income and capital in the same light. That would render any minor disagreement that I may have with my hon. Friend the Member for Braintree (Mr. Newmark) entirely redundant.
Angela Eagle: Obviouslythe ultimate simplification. I noted the spending commitment of the hon. Member for Cities of London and Westminster to bring income tax down over time from 22 per centpossibly he was talking about 40 per cent.to 18 per cent. I shall look with interest at his explanation of how it can be paid for.
Mr. Field: It is a long-term aspiration.
Angela Eagle: A very long-term aspiration, I suspect. Should there be the calamity of a Conservative Government who wished to do that, I should like to see how they would fund even a tiny part of the public services such as schools, hospitals and so on, in which we have just spent the past 10 years re-investing. It is important both to remember that tax-take finances such services, as well as to examine what mightin an academic exercisebe welcome, such as the same taxes on capital and income across the piece. The idea has certain implications, as the hon. Gentleman knows.
Angela Eagle: The hon. Gentleman is trying to get to his feet, and I shall let him.
Mr. Field: That is very kindthe Minister is giving me a little more rope to hang myself with. [Laughter.] At least that is what she might be hoping.
I am sure that early in the Ministers political career, about 20 years ago, she opposed tooth and nail Lord Lawsons Budget, to which I referred. However, even the Labour Government will recognise that we are in a global economy and that, as a result, we need downward pressure on our tax rates because we must remain globally competitive. Surely, that is the lesson. The Treasury has learned it fairly well over the past 11 years; none the less, we must consider it a work in progress.
Angela Eagle: Of course, those points are true as far as they go, but as a Government we have other issues and other requirements, such as looking after the social development of our society. For that, one needs tax revenues and transfers, which must be balanced out. On the hon. Gentlemans side of the political argument there is a slightly different way of doing things than on our side. Perhaps that is what general elections are about.
The transparency of the private equity industry is important. It is in the industrys interest to provide information that will improve public understanding, so that it can demonstrate its contribution to the UKs economy and employment. The Government therefore welcomed the announcement by the British Venture Capital Association and leading private equity houses of an independent working party chaired by Sir David Walker, which would draw up a comply-or-explain code to improve disclosure and transparency. We welcomed the report, and Sir Davids code has set a challenge for the private equity industry to improve transparency and disclosure. The Government will watch with keen interest how the industry responds.
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