Companies Consolidation (Consequential Provisions) Bill [Lords] (Hansard, 28 February 1985)

§ The Solicitor-General (Sir Patrick Mayhew)
I beg to move, That the Bill be now read a Second time.
It will be for the convenience of the House if I deal also with the Companies Bill, the Company Securities (Insider Dealing) Bill and the Business Names Bill.
The labours that have produced this consolidation have been Herculean, as it is the first consolidation of the company law of Great Britain since 1948. They demand an expression of our admiration and gratitude to all concerned. I should like to name the distinguished retired Parliamentary Counsel Mr. Godfrey Carter, who was responsible for the drafting. I should like also to mention the members of the Joint Committee on Consolidation, &; Bills under the Chairmanship of Lord Brightman. The perceptiveness, accuracy and celerity of their, work have been of the greatest value.
In deference to all that has been done, it is only fitting that we should note the daunting scale of the task. The Companies Act 1948 is still the principal Act, but since 1948 there have been five major company law statutes and other primary legislation which have affected company law. There has also been a great deal of subordinate legislation regulating matters concerned in the main Act It is not surprising that it has taken four years to consolidate all of this.
There has been some discussion about the structure of the consolidation. The Business Names Bill and the Companies Securities (Insider Dealing) Bill deal with matters that are freestanding and essentially outside the mainstream of company law. The Companies Consolidation (Consequential Provisions) Bill deals with transitional and technical matters which are essentially of secondary importance and are more conveniently wrapped up in a separate Bill. On the recommendation of the Law Commission, it repeals a few obsolete provisions, otherwise everything is contained in the main Companies Bill.
Views were invited on a radically different structure by which the consolidation would have been split into some 10 separate Bills, each dealing with a discrete topic. The scope of the main Bill would have been limited to matters affecting the formation, capital, administration and investigation of companies. Consultations showed opinion to be clearly in favour of a single main Bill on the classical model of the 1948 Bill. The structure of the consolidation accordingly reflects directly the wishes of those who will have to use it.
As to publication and implementation, the need for a further consolidation has long been recognised, and the general view of the business community and of the legal and accountancy professions is that the Bills should be implemented as soon as possible. That is also our view. We cannot complete consideration of the consequential provisions Bill tonight because some small amendments are required to correct technical deficiencies in schedule 557 1. I nevertheless hope that we shall be able to deal with all stages of the other three Bills tonight. Once they receive Royal Assent, the Acts will be published before the end of April to give users as much time as possible to familiarise themselves with the form of the new legislation before it comes into effect on 1 July.
Since the Bills were first introduced in another place, the only criticism of the consolidation has been that further legislation will start to undo its good effects almost as soon as it reaches the statute book. That is regrettably true, but I fear that it is an outcome that cannot be avoided, because the pace of change in company law is such that if this consolidation had waited on other measures now before Parliament or in preparation, it would have been delayed indefinitely. As it is, the consolidation brings fresh order to the present tortuous state of the law in this area and provides a firm base for future reform. That is its object. Each of these Bills has been approved by the Joint Committee on Consolidation, &c., Bills, and I commend them to the House.

§ Mr. Deputy Speaker (Sir Paul Dean)
I am sure that the House will approve of the Solicitor-General's suggestion that we should deal with the Bills together on Second Reading, and the hon. Member for Newcastle upon Tyne, East (Mr. Brown) may like to do likewise. After that, in the interests of good order, I shall have to put the Questions on them separately.

§ Mr. Nicholas Brown (Newcastle upon Tyne, East)
I endorse what the Solicitor-General said, particularly his remarks on the work of the Joint Committee on Consolidation, &c., Bills. The Committee performs a useful duty and saves the House and another place a considerable amount of work that we would otherwise have to find another way of dealing with. The Opposition, having been party to the Bills as they went through the consolidation process, support the product of those deliberations and express their thanks to the people who put hard and painstaking work into achieving them.