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Companies Act 1985: Definition of "Registered Office"
The Earl of Dundonald asked Her Majesty's Government:
- Whether the obligations imposed by Section 348(1) of the Companies Act 1985 extend to the registered office, being "an office", of a company as required in accordance with Section 287 of the same Act; whether the position is unaltered if the company is dormant or otherwise not trading; and whether, given that Section 744 of the same Act defines "place of business" as including a share transfer or share register office, the obligations imposed by Section 348 extend to such premises. [HL267]
The Minister for Science, Department of Trade and Industry (Lord Sainsbury of Turville): A company is required to have its name outside its registered office, whether or not it is trading, and any other office or place in which its business is carried on, including share transfer or share registration offices if there are such places. The Section 744 definition of "place of business" relates to overseas companies and is not relevant to the Section 348 requirement.
Takeovers: Proposed Directive
The Earl of Northesk asked Her Majesty's Government:
- Whether they believe that the European Union's proposed takeover directive will act in the best interests of the City of London in particular and of Europe-wide competition more generally.[HL287]
Lord Sainsbury of Turville: Her Majesty's Government closely consulted the Takeover Panel and other City interests when negotiating the proposed takeovers directive, and secured a number of measures in the directive sought by the panel. These measures are designed to allow the UK system of takeover
supervision to remain undisturbed when the directive comes to be implemented. In addition, the directive will require our European partners to put in place rules for the supervision of takeovers which respect general principles based in large measure on the UK Takeover Code. The Government believe that the directive could play a part in the development of a single capital market in Europe which will help strengthen EU competitiveness.
The Earl of Northesk asked Her Majesty's Government:
- Whether the European Union's proposed takeover directive makes adequate competitive and commercial provision for trans-national takeovers of member states' companies.[HL289]
Lord Sainsbury of Turville: The proposed takeover directive would require member states to have in place rules governing the supervision of takeover bids for companies registered and listed in the European Union. Such rules must respect certain general principles set out in the directive, such as equivalent treatment of shareholders, and bids to be for shareholders to decide. The directive is a "framework" directive which, in accordance with the principle of subsidiarity, gives member states a measure of discretion to take account of different approaches to takeover supervision, whilst establishing common principles and minimum requirements. This will give the United Kingdom the flexibility to continue with its present system of supervision, administered by the Takeover Panel, and will also enable the panel to adapt the code as circumstances require in the future. Under the directive, trans-national takeovers--that is, takeovers where the bidder and target companies are from different countries--would be supervised in the same way as takeovers involving companies from the same country.
The Earl of Northesk asked Her Majesty's Government:
- Whether German opposition to Vodafone Air Touch's bid for Mannesmann exposes deficiencies in the European Union's proposed takeover directive, particularly with respect to European competition policy.[HL290]
Lord Sainsbury of Turville: The proposed takeover directive would require member states to have in place rules governing the supervision of takeover bids for companies registered and listed in the European
Union. Such rules must respect certain general principles set out in the directive, such as equivalent treatment of shareholders, and bids to be for shareholders to decide. The directive does not deal with competition policy matters. These are dealt with at the Europen level by the merger control regulation. The merger regulation provides only limited scope for member states to intervene in takeovers with a Community dimension.
The Earl of Northesk asked Her Majesty's Government:
- Whether they are satisfied that the European Union's proposed takeover directive, in particular the prospect that a statute-based system will mean that takeover bids will be decided in the courts, will deliver appropriate levels of flexibility and speed.[HL333]
Lord Sainsbury of Turville: Her Majesty's Government closely consulted the Takeover Panel and other City interests when negotiating the proposed takeovers directive, and secured a number of measures in the directive sought by the panel. These measures are designed to allow the UK system of takeover supervision to remain undisturbed when the directive comes to be implemented, so that takeovers will continue to be kept out of the courts in the UK and the Takeover Panel will continue supervising bids with flexibility and speed as it does now.
Letters Placed in House of Lords Library
Lord Swinfen asked the Leader of the House:
- What plans she has to publicise the answers to Peers' Questions and points raised in debate given by way of letters or by placing papers in the Library of the House[HL359]
The Lord Privy Seal (Baroness Jay of Paddington): Many points and questions raised in debate are of particular interest only to the Peer who raises them. If a reply to such a Question is given by letter, publicity for the letter is not appropriate.
Other responses of more general interest are often placed in the Library of the House. These responses may be publicised either by the Minister, announcing in the Chamber his or her intention to place the response in the Library, or, in some cases, by means of a Written Answer, published in Hansard, announcing that the document will be placed in the Library.
I have no plans to change these arrangements.
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