§ The Question was as follows:
§ To ask Her Majesty's Government what was the number of limited liability companies involved both at home and abroad in the proposed merger of Hill Samuel and Slater Walker Securities; and whether, in view of the magnitude of the merger, this was not an appropriate case for reference to the Monopolies Commission.
§ THE PARLIAMENTARY UNDER-SECRETARY OF STATE, DEPARTMENT OF TRADE AND INDUSTRY (THE EARL OF LIMERICK)My Lords, the Annual Report of the Hill Samuel Group Ltd. for the year ended March 31, 1973, lists 22 principal subsidiary companies (13 in the United Kingdom and 9 overseas, including 2 in the Channel Islands) and 5 principal affiliated companies overseas. The Annual Report of Slater Walker Securities Limited for the year ended December 31, 1972, lists 29 principal subsidiaries in all: 12 in the United Kingdom, including 2 operating overseas, plus 17 overseas companies, including 1 in the Isle of Man and 3 in the Channel Islands. In addition, the Annual Report shows 8 associated companies—4 in the United Kingdom and 4 overseas. In deciding whether or not to refer the proposed merger to the Monopolies Commission for detailed investigation, my right honourable and learned friend Sir Geoffrey Howe took all relevant factors into account, including the size of the companies involved.
§ LORD HALEMy Lords, while sincerely thanking the noble Earl for a full 2060 and courteous Answer to a somewhat controversial Question, may I ask him to bear in mind that the Prime Minister has recently declared his courageous intention to look the Medusa head of capitalism in the face? In view of the operations of a company which had acquired an interest in or control of or association with over 100 companies last year and which had registered 60 different companies under the name of Legibus, and while wholly dissociating myself from any attack on the personal integrity of the gifted Mr. Slater, about whom I read to-day and who appears to be a man of great ability and charm, would not the Minister agree that some of Mr. Slater's recent feats of legerdemain would have puzzled Mr. Bobby Fischer? Is it not the fact, as shown in four successive issues of the Sunday Times, that even the most gifted employees of the somewhat complex Thomson Organisation have been left completely puzzled by some of these events?
§ THE EARL OF LIMERICKMy Lords, there are safeguards contained in the Companies Act, especially the requirement for audit, and we are considering in the context of the new Companies Bill whether any further changes are necessary. But I think it should be clearly understood that the Government were not called upon to approve the merger or to express any opinion on its merits. The sole question for determination was whether the proposed merger raised matters of general public interest such as to justify a reference to the Monopolies Commission, and my right honourable friend judged that it did not.
§ LORD HALEMy Lords, while again thanking the noble Earl for his courtesy, may I ask whether it is not obvious to all of us that where a pharmaceutical company can be transferred by special resolution to a bank and where the names of companies can be altered, so that one takes the name of another and the other takes a new name, there is real need for a serious reconsideration of some of the provisions of the Companies Act 1967 if we are to attain the expressed intention of both Parties of letting shareholders have the fullest information and a substantial measure of control?
§ THE EARL OF LIMERICKMy Lords, I think those matters go very wide of the 2061 Question on the Order Paper. I have already said that we are looking at any implications for a review of company law.
§ LORD BALOGHMy Lords, does that mean that all are equal, but some are more equal than others?
§ THE EARL OF LIMERICKNo, my Lords.