LORDS AMENDMENT TO COMMONS AMENDMENT No. 220 (Hansard, 27 March 1980)

§ Lord MISHCON

My Lords, I beg to move as an amendment to Commons Amendment No. 220, Amendment No. 220D. I hope to be brief. With your Lordships' permission, it may be for the convenience of the House if I speak to Amendments Nos. 220D to 220G. I have moved these amendments in order once again to draw the attention of the House to the half-baked way in which some of these new clauses have come before the House from the other place. Perhaps I can use the examples that are incorporated in these amendments. I do not suppose that it is necessary for any of us to legislate in the purest possible prose, but unless the noble Viscount, for whom we have so much respect, wishes to go down in some Trenchard Thesaurus of the English language with a certain amount of shame, he will accept at least one of these amendments.

I ask your Lordships to refer to the English of subsection (2) of this Amendment No. 220. Would your Lordships bear in mind the words "relates" and "relation" and imagine the comments of any judge of our courts before whom this clause may come? I quote: Any reference in this Part of this Act to unpublished price sensitive information in relation to any securities of any company is a reference to information which— 1148 (a) relates to specific matters relating or of concern (directly or indirectly) to that company".

If any one of our children, whether going to an assisted place or not in any one of our schools, were to turn out a phrase of that kind before any English master, one can imagine how many marks he would get. It is quite disgraceful that in a responsible and serious Act of Parliament such clumsy language should occur. With great humility and respect, and never pretending that I am a master of the language, that I love I have at least asked that one "relating" be turned into "in connection with" or something of that kind.

The clumsiness of the wording and the half-baked approach is a little more seriously shown in the other amendments I have tried to draft. The first example is in subsection (2)(a). Please forget all the things I said about the words "relate" and "relating" when I repeat those words. It reads: relates to specific matters relating or of concern … to that company. … Obviously the draftsman meant matters specifically relating, not specific matters relating, because a specific matter relating to a company is that it happens to have a share capital. The specific matter relating to a company is that it happens to have had so many shares issued.

What is meant here when talking about secret information is matters specifically relating to that company and therefore not relating to any other company at all. That is obviously the information which is sought to be protected here in this so called interpretation clause.

My last example is not of tautology but of the sheer lack of clarity that is imparted into the language of this subsection by words which are completely otiose. May I read subsection (2)(a) for your Lordships' delight? It reads: relates to specific matters relating or of concern (directly or indirectly) to that company". Leave it at that, and one would know what one was talking about, and any learned judge trying to interpret it would at least know what he was supposed to be dealing with, especially if you provided that "specifically" takes the place of "specific" and succeeds the words "matters relating". But the clause then goes on: that is to say, is not of a general nature relating or of concern to that company". 1149 What is the point of confusing the whole of that clause when the word "specifically" is there? Why is it necessary to acid words which only import confusion into the section and nothing more—not clarity—by saying that"that is to say, is not of a general nature relating or of concern to that company"?

I merely give these as examples of hurried, clumsy phraseology in legislation which is of the utmost importance and which will have to be interpreted for our courts. Again I say for the official record that the Opposition takes no responsibility for the clumsy way in which some of these clauses have been worded and the unclear way in which they have been imported into the Bill.

My Lords, again you will not be surprised to know that, after having heard the noble Viscount's reply, which I am sure will be in much better English than is contained in this clause, I shall be asking the House's leave to withdraw the amendment.

§ Lord MACKAY of CLASHFERN

My Lords, I think it would be difficult to say that some of the language in some parts of this Bill could not, if one had much more time to think about it, be somewhat improved. However, I do not accept all that the noble Lord has said in criticism of this clause and in particular I take serious issue with the idea that the word "specific" should be replaced by" matters specifically relating to"or"of concern to a particular company". The idea here is that the information must be about specific matters, not, for example, what one learns by general acquaintance with the company, such as having been associated with it for a while, getting an idea of its general standards of management and that sort of thing. It is specific matters relating to the company such as. for example, that it has landed a particular contract or something of that sort.

If instead of that the word "specifically" were put in in the way suggested by the noble Lord, it would mean information which affected all of the companies in a particular industry, like the construction industry, for example. If a Minister of the Crown knew that the tax treatment of construction companies was to be altered, that information would not relate specifically to a particular company. It 1150 would be a specific matter relating to a number of companies. Obviously that kind of information could be very highly price sensitive, so the change from "specific" in the place that we have it to "specifically" in the place that the noble Lord is proposing it would make a considerable and to our mind very damaging change. That is the essence of the matter.

I have no doubt that with a lot of thought it might be possible to improve this. I do not know that it would, but at any rate we consider the substance to be right and I hope that the noble Lord will carry out his intention of withdrawing the amendment.