GKN/Melrose Takeover: Update

Debate between Lord Higgins and Lord Henley

Tuesday 27th March 2018 Lords Chamber

[Lord Henley]

My Lords, I note exactly what my noble friend has said. As he said, my right honourable friend has up to four months to consider these matters, depending on the advice he receives from colleagues in the Ministry of Defence. I am also grateful to my noble friend for referring to the response from Melrose. It is not for me to say whether that is a good or bad response; I just note that, ultimately, it has to be a matter for shareholders and others. But parts of that, as I made clear—the letter is now in the public domain—will be enforceable commitments, albeit some of them for only five years, and another part will be undertakings of a less enforceable nature. It is not for me to defend or attack that letter. I have simply set it out as the response that my right honourable friend the Secretary of State received from Melrose following his letter, in which he set out, first, his legal obligations under the 2002 Act—which gave him a relatively limited power to intervene, which is quite appropriate. Secondly, however, he stressed—I am grateful to my noble friend for underlining this—the wider interests he has as Business Secretary and the wider interests that the directors have under Section 172 of the Companies Act as regards what they must look at. In the end, the shareholders will have to take a view on that matter. As I said, it is possible that my right honourable friend will have to make a decision in a quasi-judicial manner. He must await advice on that, and at that stage, if appropriate, he will intervene.

[Lord Higgins (Con)]

My Lords, I share the view that this takeover proposal is important for the UK economy. My noble friend the Minister refers to legally binding contracts. There have been cases in the past where contracts have not been fulfilled by those taking companies over. What will be the consequences if these legally binding contracts are broken? In particular, since it seems unlikely that the takeover company in this case will retain indefinitely the company it has taken over—the expectation is quite the contrary—how will the legally binding commitment be carried forward as regards any future owner of the company?

[Lord Henley]

My Lords, I would need to take advice on that. I was quoting the letter from Melrose back to my right honourable friend the Secretary of State. In that letter—in the paragraph headed, “Takeover Panel enforceable undertakings”—Melrose states:

“We have been able to agree with the Takeover Panel”—


I imagine this is a matter for it—

“the form of the following legally enforceable undertakings”.

I am not aware of how and in what way those would be legally enforceable, but that is the assertion it made.

Olympic Games: Security

Debate between Lord Higgins and Lord Henley

Monday 16th July 2012 Lords Chamber

[Lord Higgins]

My Lords, does my noble friend agree that the important thing now is to plan for the immediate future rather than to look further forward? Who is now in overall charge of the security operation? Is a single individual in charge for both those recruited by G4S and the troops who are now being brought in? Secondly, there are reports that the computer to be used to allocate people to their posts was not working properly. Is it working now? Finally, there have been questions whether those recruited have the necessary language qualifications. Is that a problem or not?

[Lord Henley]

My Lords, working backwards through my noble friend’s questions, if people do not have the appropriate language skills, they will not get accreditation to work. I cannot comment on whether the computer has not been working at the moment but I will make inquiries and let my noble friend know. As for who is in charge of the overall security operation, obviously, in the end, my right honourable friend the Home Secretary is in overall charge and that will cascade down through all the usual people below her. The Armed Forces will report to their individual officers, but others will be involved in the process working out. G4S employees will obviously be a responsibility for G4S, but they must be properly accredited before they begin to work on such matters.

Trusts (Capital and Income) Bill [HL]

Debate between Lord Higgins and Lord Henley

Wednesday 25th April 2012 Grand Committee

[Lord Henley]

Obviously, we are always more than happy for there to be consultation before, during and whenever to deal with these matters. They ought to be looked at and that is how we get the right result in the end on all Bills. It is something that we would more than encourage. I am sure the noble Lord will be in touch with the officials, and that he has already spoken to them, the Charity Commission and the Law Commission at some stage.

I move on to my noble friend Lord Hodgson’s concerns about whether the regulations in Clause 4, particularly the total return investment regulations in new Section 104B, will be too restrictive. Again, this is a matter that we will need to look at in some detail. However, it is a matter that the Charity Commission should be able to get right following consultation. I am certainly confident that it will strive to ensure that the regulations achieve just the right level of trusting the trustees to get things right and protecting charity funds. It is a matter that I hope the House will look at in detail.

I understand my noble friend’s concerns about English cathedrals and that he raised the matter at the Peers’ briefing in March. As a result of ongoing discussions at official level between the Ministry of Justice, the Law Commission, the Charity Commission and the Church Commissioners, they are all looking at the issue. In essence, the Association of English Cathedrals, which represents all the corporate bodies of our 42 cathedrals, has asked that Clause 4 be extended to include the cathedrals in its scope. The association considers that this would benefit the 20 or so cathedrals that have permanent endowment. That would put those English cathedrals on the same footing as the Welsh cathedrals. However, unlike cathedrals in Wales, cathedrals in England are not subject to the general regulation of the Charity Commission. The Government will consider the request from the Association of English Cathedrals carefully, but at present no final decision has been taken.

I cannot remember whether it was on this issue or another that my noble friend speculated as to whether the word “Resist” appeared in my briefing. I can assure him that it does not, although it might appear later as we discuss these matters further. However, this is not really a matter for the Government to resist; it is a matter for all of us to make sure that we get right. Again, I stress that this is not a government Bill; it is a Law Commission Bill, which we are ensuring gets on to the statute book.

My noble friend also asked about social impact and mixed-motive investment. The Government acknowledge that social or mixed-purpose investment is a highly important issue and are grateful to the noble Lord for drawing attention to it, both today and as part of the work of his ongoing review of charity law. The Government’s ambition is that social investment should become a major source of finance for the social sector. To this end, the Cabinet Office’s social investment team is working with other government departments to make this vision a reality. Social or mixed-purpose investment did not, however, form any part of the Law Commission’s work on capital and income in trusts and therefore has not been included in the Bill, by the Law Commission in its report or by the Ministry of Justice in its consultation. Therefore, at this stage we would not want to see anything further added.

I have already dealt with the question from my noble friend Lord Higgins as to whether the Bill will go to the Commons. I can give that assurance. My noble friend also asked whether it will apply only to new trusts, which I think was a question also raised by the noble Lord, Lord Beecham. I can give an assurance that the reform is prospective only. We believe that retrospective interference with existing trusts could frustrate the intention of the person who created the trust, contrary to the general principles of trust law. However, as the noble Lord, Lord Beecham, reminded us, in any drafting of trusts that he has been doing over the last however many years, he has been excluding the rules in Howe v Earl of Dartmouth and others, just as, I imagine, most practitioners have been doing.

My noble friend Lord Higgins also asked about the letter and whether there was going to be any effect on small and medium-sized businesses. We believe that it is unlikely to have a major effect on small and medium-sized enterprises. However, the impact assessment published by the Ministry of Justice states:

“While a reduction in the complexity of the current legal rules may lead to a very marginal reduction in trust related business for small legal firms and trust service suppliers, this is expected to be more than offset by reduced costs for trusts. Small legal firms and trust service suppliers may also benefit from additional business if there is an increase in the number of charities operating total return investment … We do not consider that the Bill is likely to have a disproportionate impact on the operations and performance of small businesses compared to others”.

[Lord Higgins]

I am still slightly puzzled about this. It says that the Bill is expected to be beneficial to small firms and micro-businesses. Does it mean small legal firms? The idea of a small legal micro-business strikes me as a little unlikely, so I do not understand how it affects small businesses and micro-businesses.

St Paul’s Cathedral

Debate between Lord Higgins and Lord Henley

Wednesday 26th October 2011 Lords Chamber

[Lord Henley]

I agree totally with the noble Lord. The right reverend Prelate has made that point; the Government have made that point; others will make that point. I think it is time for them to pack up their tents and go, but we have no power to get them to go while they are on private land.

[Lord Higgins]

My Lords, does the Minister not agree that what is needed is not action “in due course” but action now?

[Lord Henley]

My Lords, I note what my noble friend has to say, but this is on private land and therefore it is a matter for the owners of that land to deal with it. We do not have the powers to deal with it at the moment, but as I said in response to the original Question from my noble friend, obviously if we continue to have problems of this sort, this is something we will have to consider.

Fulbright Scholarship Programme: Funding

Debate between Lord Higgins and Lord Henley

Monday 22nd November 2010 Lords Chamber

[Lord Henley]

My Lords, I want to make it clear that the United Kingdom Government are fully committed to the Fulbright scholarship programme and that we will provide the best possible settlement. However, we are not in a position to make that clear at the moment. The noble Baroness is right to stress that there are other funds that can come in, and I pay tribute to the Fulbright Commission for bringing in significant new funds from university partners, donations and research charities. I hope that that will continue. Nevertheless, as I made clear in my original Answer, we cannot make any commitment at this stage.

[Lord Higgins]

My Lords, I declare an interest as a former recipient of the Fulbright travel award, without which the course of my life might well have been changed. I am surprised by his statement that the amount is being considered. Is this not a treaty obligation, and does not the treaty set out very clearly that two-thirds should be paid by the United States-end of the arrangement and one-third by this end? The sums involved here, which he says are in the spending review, are unbelievably small compared with the overall picture.

[Lord Henley]

My Lords, I pay tribute to my noble friend who is, I think, one of eight Members of this House who are former Fulbright scholars, and I think others wish to intervene later. Indeed, I can see even more. I accept that the sums are, as I put it, relatively modest, but this is not a treaty obligation. An agreement is in place that the United States would pay roughly two-thirds and we would pay one-third. However, it has not quite worked out like that and the United States has frozen its grant for the past five years. All I can say at this stage is that in the course of the spending review, we will consider the appropriate amount to put in, but as I made clear earlier, we remain committed to the programme.