§ Minor Amendments.
§ Section of Act and Amendment.
§ Sect. 285 … At the end of the definition of debenture there shall be added the words "bonds and any other securities of a company whether constituting a charge on the assets of the company or not."
§ LORD JESSEL moved, after the reference to Section 285, to insert "'Printed' shall include 'reproduced indelibly in any form which may be approved for the purposes of this Act by the Registrar'." The noble Lord said: I hope that I shall not be accused of 1584 having an interest either in printing or in any indelible process, because I have no shares in either. This Amendment was moved in another place by a very learned and respected member of the House of Commons, Sir Walter Greaves-Lord, who has considerable experience of these matters. He pointed out that there were several new processes now, which answer the same purpose as printing, and these indelible processes were a great deal cheaper than printing processes. The President of the Board of Trade approved of the Amendment, it was opposed by other members, and was left to a free vote of the House. It was stated that the Registrar had been for six years accepting articles of association in this form of indelible printing, and I venture to think there is no reason why it should not continue. The Lord Chancellor a little earlier, on Clause 92, himself moved an Amendment to words in the Bill which provided that certain matters should be printed, the noble and learned Lord's proposal being that they "shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith." Therefore the Lord Chancellor himself has made a precedent in this very Bill for departing from the practice of printing. As I say, I have no brief for either process, but, as the indelible process is cheaper, as it has the backing of the President of the Board of Trade and of Sir Walter Greaves-Lord, who is a distinguished member of the Bar and of the House of Commons and no doubt has considerable experience in this matter, I hope the Government will accept the Amendment.
§
Amendment moved—
Page 116, line 6, at end insert the said words.—(Lord Jessel.)
LORD O'HAGANIt is very rare that I differ from my noble friend Lord Jessel, but on this occasion I hope that the House will not agree to the Amendment. I am in the same position as himself in having no interest either in printing or in any other process of reproduction, but the House will be aware that under the Companies Act at the present time it is prescribed that articles of association and resolutions which are required to be filed with the Registrar of Companies shall be printed. In the House of Commons Amendments were suggested 1585 with regard to that practice, providing that those articles of association and resolutions might be typewritten, but that proposal was defeated in the Standing Committee, because it would open the road to a very easy method of misleading the investing public. When the Bill returned from Standing Committee an Amendment on precisely the same lines as this was proposed but rejected. The present Amendment, I am advised, seems to be objectionable for several reasons. First, copies obtained by any process other than printing cannot be relied upon for accuracy to the same extent as printed copies. Then again, copies could be made in the office of a promoter or other person, where errors might inadvertently—or intentionally—be made, and it would be very difficult to prove that such was the case. Further, if no independent record be kept, as is the case with printers, the safeguard provided by the law with regard to imprints would be lost. As to the question of expense, I am advised that the difference of cost would be very little indeed.
As your Lordships know, this Bill was intended to afford better protection for the investing public, and, as was said in The Times this morning:—
There is no doubt at all that, especially during the last decade, the investing public have suffered heavy losses through unnecessary secrecy, and sometimes through sheer want of straightforward dealing in the company world.In view of that last phrase I hope your Lordships will not accept this Amendment. In another place, owing to the strong expressions of opinion in all parts of the House on that very point of safeguarding the investing public, the Amendment was left to a free vote of the House, and it was then rejected by 160 votes to 74, and in that majority there were not only members of all Parties in the House but there were also members of His Majesty's Government. In those circumstances, and in the interests of the better safeguard provided if the Bill is maintained in its present form, I hope that the House will not agree to this Amendment.
§ LORD CLWYDI desire to associate myself with what has fallen from the noble Lord. I, like him, have no interest whatever in the printing business, but I have gone into this question a little 1586 closely, and I am convinced that the acceptance of such an Amendment as this would produce at all events an element of risk. I therefore hope that the Government will not accept the Amendment.
§ LORD PARMOORI also hope that the Government will not accept this Amendment. It was thoroughly discussed in another place.
§ LORD ASKWITHI also oppose the Amendment. It appears that the President of the Board of Trade said rather hastily in another place that he thought it was a case of a commercial struggle, but he did not vote for the Amendment. This Amendment was rejected by 160 to 74 on a free vote during the Report stage. It would introduce a difference between this Bill and the Companies Consolidation Act, 1908, in two sections, both as regards the articles of association and special and extraordinary resolutions. On section says that they must be printed and the other says that they shall be printed. The suggestion appears to give opportunity for fraud. The whole of this Bill is against fraud, and the Amendment, therefore, is most undesirable. I suggest that your Lordships do not agree with it.
§ THE LORD CHANCELLORI rather hope, in view of what has fallen from various quarters of the House, that my noble friend Lord Jessel will not press his Amendment. As has been said, this Amendment relates only to articles of association and special and extraordinary resolutions. The saving in cost in printing such documents as against some other means of reproducing them must be very small indeed, and there are obvious advantages in having such formal documents as the resolutions and articles of the company recorded in properly printed documents with the imprint of the printer, in accordance with the provisions of the law, upon them. As your Lordships have been told, this was discussed in another place and decisively rejected, and I hope, in view of the expressions of opinion from various quarters of the House, that my noble friend will see his way not to press the Amendment.
§ LORD JESSELAfter the unanimous condemnation of the Amendment I do not propose to trouble your Lordships any further with it. All I can say is, 1587 that I understand that for six years this practice has been in existence.
§ Amendment, by leave, withdrawn.
§ Remaining Schedules agreed to.