National Security and Investment Bill

Aaron Bell Excerpts

2nd reading & 2nd reading: House of Commons
Tuesday 17th November 2020 Commons Chamber

[Alok Sharma]

I will go on to the detail of that particular issue, but as the right hon. Gentleman identified, the Bill looks at assets and intellectual property. On the point that he raised about the size of transactions, as he knows, under the 2002 Act, apart from some limited exceptions, businesses being acquired must have a UK turnover of over £70 million or, indeed, the merger must meet a minimum 25% market threshold. This means that acquisitions of smaller but technologically sensitive companies are not covered.

The Government have been clear for a number of years about our intention to introduce new powers. Many of our international allies, including our Five Eyes partners, have also acted to update their legal frameworks to address national security risks. We, in turn, are seeking to update our legislation in a proportionate manner to ensure that we have more security for British businesses and people from hostile actors targeting our country; more certainty for businesses and quicker, slicker screening processes as we remain open to trade and recover from covid-19; and a regime that is in line with our allies, meaning that investors will be familiar with this approach.



Let me turn to some of the specifics of the Bill. Part 1, chapter 1 introduces a call-in power that the Government may use in relation to a trigger event across the economy that they reasonably suspect has given rise to or may give rise to a risk to national security. Trigger events include acquisitions of certain shares or voting rights in a qualifying entity, and the acquisition of material influence over such an entity. As the right hon. Gentleman pointed out, it will be possible for the first time to call in the acquisition of a right or interest in a qualifying asset, including intellectual property, where such an acquisition would enable the acquirer to use the asset or control or direct how it is used. That is similar to the US and other countries’ regimes.

The call-in approach is consistent with the 2002 Act, but importantly there are no minimum thresholds for the size of the business or asset to be acquired. That means that sensitive businesses and assets that may previously have slipped under the minimum size threshold will no longer do so. That will close the back door into the United Kingdom that hostile actors could exploit.

However, it is important to reassure the investment community that the Government expect to use these powers sparingly. We estimate that less than 1% of transactions in any given year will be subject to call-in. For transactions that fall outside the mandatory requirement of the regime, the Government will be able to call in a transaction within a period of five years of a trigger event having taken place where they have not been notified. When the Government become aware of a trigger event having taken place, they will have six months to issue the call-in notice. That five-year period is, again, consistent with regimes in Germany and France. The Bill requires that the Government publish a statement of policy intent explaining how they expect to use the power to issue a call-in notice.

Should the Bill become an Act, the Government’s call-in powers will apply from the date of introduction and will cover transactions that complete during its passage. That will ensure that hostile actors do not rush through the completion of transactions between the introduction of the Bill and Royal Assent as a means to avoid scrutiny under this legislation. My Department has already set up an investment security unit to field enquiries from businesses and investors about transactions under the new regime.

Under the National Security and Investment Bill, there will be no requirement to publish call-ins. That is of course in contrast to the public interest intervention notices under the 2002 Act.

[Aaron Bell (Newcastle-under-Lyme) (Con)]

I welcome what the Secretary of State just said about the call-in power. Will he confirm that, as a result of the measures in the Bill, most transactions can take place within 30 days, which means that the UK will remain a venue, and be an even better one, for foreign direct investment as we seek to rebuild our economy following coronavirus?

[Alok Sharma]

My hon. Friend makes a very important point. We are giving certainty, and we expect that most call-in decisions will be decided upon within 30 days. I said that we expect that less than 1% of all transactions in any given year will be called in, and only about 10% of those will then face detailed scrutiny.

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[Edward Miliband]

I have such an array of options. I think the hon. Member for Newcastle-under-Lyme (Aaron Bell) was first.

[Aaron Bell]

I thank the right hon. Gentleman for giving way. He is perhaps proposing an industrial strategy Bill, rather than a national security Bill, but on innovation and science and technology, does he not worry about the chilling effect of what he is proposing? Individuals who may be setting up a scientific or technology company might prefer now to do that in the United States, where they have every option of going to California and setting up the company in the first place, rather than setting up in the UK, because they might fear that he, as a potential future Secretary of State, as he indicated earlier, might prevent them from cashing in on what they have done?

[Edward Miliband]

The hon. Gentleman makes the point that the United States has exactly the regime that I am talking about and does indeed have those wide powers of intervention, so the notion that people are going to set up in the United States rather than Britain, when they have much stronger powers than us, does not hold water.

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[Aaron Bell (Newcastle-under-Lyme) (Con)]

It is a pleasure to follow my hon. Friend the Member for Rother Valley (Alexander Stafford), and indeed colleagues around the House, as the last Back-Bench speaker in this debate.

This has been a very thoughtful debate with lots of interesting suggestions for the Minister from all sides. I thank the Secretary of State for his opening remarks and the Minister for his engagement with these issues. He met the Science and Technology Committee last week to talk through the Bill. It was obviously time well spent, because three of my colleagues from the Committee have already spoken, and now he has me as well—so well done to the Minister.

It is tempting, from a science and technology perspective, to seek to widen the scope of the Bill to attempt, for example, to protect start-ups in these fields, which are very innovative. Ultimately, however, I come down in the same place as the Chairman of the Committee, my right hon. Friend the Member for Tunbridge Wells (Greg Clark). Countries that try to legislate themselves into self-sufficiency instead end up self-satisfied, and that would then strangle the very innovation that we all seek and want to see in our businesses in the spheres of science and technology. I am therefore pleased that the Bill is drawn narrowly.

The Bill sits at the nexus of our domestic economy and our international relations. If we were to widen its scope beyond the fairly narrow way it has been drawn, that could have unintended consequences for both those things. We heard the excellent and witty speech from the former Leader of the Opposition, the right hon. Member for Doncaster North (Edward Miliband), who clearly has lots of ambitions in the area of industrial strategy. I look forward to him putting that into the next Labour manifesto, perhaps, and that is where we can discuss these things, but this Bill is not the place to try to detail all the elements, whether it is about confectionery companies, union control or any of those sorts of things. This needs to be a narrow Bill so that we do not move into too many unintended consequences.

On international relations, as my hon. Friend the Member for Wantage (David Johnston) said, we need to move with the times and in response to events. The exact nature of the threats we face evolves and changes over time. I trust my right hon. Friends the Foreign Secretary and the Prime Minister, and we need to give them the leeway to make judgments about national security in the face of what the international situation is at the time. This Bill is not just for the next five years. It is not just for the threat that we clearly face from the expansionist tendencies of Russia and China. It needs to stand the test of time, and by drawing it narrowly, we give it a better chance of doing that.

I support the Bill as it is, although many colleagues around the Chamber have made thoughtful suggestions for amendments, and I know the Minister will speak to those when he winds up. First, it gives us more security. Others in this place are far more expert on national security than I am, but it is clear that the developments we have seen over the past decade have meant that we have had to re-evaluate our relations with potentially hostile actors, such as China. My right hon. Friend the Member for Chingford and Woodford Green (Sir Iain Duncan Smith) spoke very firmly about that. This Bill gives us a proportionate defence against hostile actors who are targeting sensitive UK assets, and in ever more novel and complex ways that we could not have imagined in 2002 when the Enterprise Act on which our current defences rest was passed. It is time to update those powers, and I hope we can do so in a way that will stand the test of time. It is also right that we update those powers with a turnover requirement, because, again to echo my hon. Friend the Member for Wantage, national security is no respecter of the size of a company or where it is in terms of growth. Sometimes very nascent companies could have a significant impact on our national security in future.

The Bill provides more certainty for businesses and a regime that prioritises swift resolution of referrals and call-ins. That is absolutely, fundamentally important. My hon. Friend the Member for Arundel and South Downs (Andrew Griffith) was very much to the point on this. Businesses deserve certainty. If the answer is no on national security grounds, that is fair enough, but we cannot leave things in limbo. One might think that the five-year period does leave businesses in limbo to some extent. I acknowledge my hon. Friend’s point that most lawyers will probably suggest that they notify the Minister, and so, as he said, publishing statistics on notifications would be welcome. We need to maintain the UK as a premier foreign direct investment destination, because it is so important to our future, to our recovery from covid, to meeting our net zero targets—I congratulate my hon. Friend the Member for Arundel and South Downs on his appointment on that—and to levelling up. It is particularly relevant to me, in Newcastle-under-Lyme in north Staffordshire, that we continue to attract foreign direct investment so that we can continue to regrow our national economy and our local economies in areas that have not had much investment in the past couple of decades.

To sum up, this Bill will give us a regime in line with some of our strongest allies in the world. It will protect our national security and ensure that Britain remains fully open for business, and for all those reasons, I will be supporting it on Second Reading.