Corporate Insolvency and Governance Bill

Chi Onwurah Excerpts

Consideration of Lords amendments & Ping Pong & Ping Pong: House of Commons
Thursday 25th June 2020 Commons Chamber

[Paul Scully]

I agree with the hon. Gentleman that it is so important that we work with all parts of the nation and all the devolved Administrations, which we do regularly. My colleague my hon. Friend the Member for Stratford-on-Avon (Nadhim Zahawi) has regular conversations from our Department, and other Departments liaise closely with the devolved Administrations to ensure that local economies are protected, as well as looking at the overall national picture.

The measures that the Bill introduces will give our businesses the vital support they need to keep afloat, preserving jobs, maintaining productive capacity and enabling the foundations to be laid for the country’s economic recovery. Saving lives and livelihoods is at the heart of what we are seeking to achieve. Measures such as the new moratorium and restructuring plan, together with a prohibition on contractual termination clauses, will help more businesses in future to survive rather than become insolvent. Many of the permanent measures have been improved through scrutiny in the other place, and I will set out some details of the amendments that the Government have brought forward to ensure that the measures work as intended.

I turn first to the financial services super priority amendments.  The Government want to prevent firms gaming the system through a moratorium. Our amendments seek to disincentivise financial services creditors from seeking to accelerate their pre-moratorium debt solely to benefit from super priority should the company fail, or to obtain protection from compromise if a restructuring proposal was put to them. The amendments exclude pre-moratorium financial services debts from having super priority status in a subsequent administration or liquidation where the financial services debt has been accelerated for payment during the moratorium. That ensures that the correct incentives are in place for the moratorium to work effectively and not be brought to an end prematurely.

On amendments relating to pensions, the aim of the measures in the Bill is to rescue a company, which is ultimately the best outcome for its pension scheme. Nevertheless, the Government have been alive to the concern that the new procedures could result in a pension scheme being disadvantaged as an unsecured creditor of the company. As a result, we agreed that there is a need to build in specific protections. Amendments made in the other place ensure that the pensions regulator and the Pension Protection Fund get appropriate information in the case of both a moratorium and a restructuring plan and that the PPF can challenge through the courts, the directors and the monitor of a company in a moratorium. There is also a regulation-making power, which will allow the PPF to be given creditor rights in both procedures in certain circumstances. I hope that hon. and right hon. Members will agree that these are important and fair amendments to the Bill.

We have also made amendments to the temporary measures in the Bill. These temporary measures allow businesses to focus on what is important for their survival through this extraordinary period, rather than having to respond to aggressive creditor actions, or struggle with statutory filing or meeting requirements during the disruption. The amendments to the temporary insolvency provisions in the Bill extend the life of those provisions beyond what was proposed when the Bill first came to the House. They will now expire, as I have said, on 30 September.

It is already clear that businesses will need these measures in place for longer than we first anticipated, and we brought forward amendments in the other place to take account of that. The provisions retain the capacity to be extended further through a regulation-making power should it be required, and the affirmative procedure will apply to such regulations.

Amendments have been made in the Bill in relation to pre-pack sales in administrations. Pre-packs are a valuable tool for saving businesses and jobs. However, concerns have been raised about the lack of scrutiny of them. The amendments reinstate a power that had elapsed earlier this year for the Government to regulate pre-pack sales in administrations to connected parties. The Government will look carefully at pre-packs and I can inform the House that a commitment was made by my ministerial colleague, Lord Callanan, to review current practices in the summer before making any decision on regulatory changes.

Finally, a number of technical amendments have been made to the Bill where it was judged necessary. These include changes that will restrict the period for which certain powers have been given in the Bill that will be available to Ministers, changes to clarify the intended effect of the legislation, and changes which place a condition on the use of some powers. We have ensured that there is appropriate parliamentary scrutiny of any regulation made under the Bill, as well as appropriate safeguards on these powers. Where they relate to powers for a Scottish or Welsh Minister or a Northern Ireland Department, the corresponding change has been made to ensure equal scrutiny for all the Parliaments of the UK.

This Bill has been improved by the scrutiny of the House of Lords Delegated Powers and Regulatory Reform Committee, as well as by the incredible work of the Government’s own parliamentary counsel and their legal advisers. I hope that the House will agree that making good, accurate, appropriately balanced and clear legislation is very much in the interests of all, not least of businesses that rely on this legal clarity. I am confident that we have now achieved that in this package, which we have, nevertheless, brought forward as quickly as possible to respond to the covid emergency. Taken together, these amendments improve this important and much-needed Bill. The debates and discussions in this House, as well as in the other place, have shown quite what this Parliament can achieve, even if socially distanced, when we share that common aim to save and support businesses in this emergency context. I therefore call on Members to support all the Lords amendments.

[Chi Onwurah (Newcastle upon Tyne Central) (Lab)]

I want to start by echoing the constructive tone of the Minister and thanking everyone, both in this place and the other place, who has been involved in the scrutiny of the Bill. I also want to thank the Minister specifically for how he and his colleagues have engaged with us on this Bill and listened to the concerns we have had as it has progressed. We on the Labour Benches welcome the amendments that the Government have brought forward, which improve and strengthen the Bill in some important regards. As we have said previously, this is just one of the measures that we hope will safeguard businesses and livelihoods through this crisis. Our objective as the Opposition is to be constructive and to ensure that businesses get the support they need now and in the longer term, and that the number of insolvencies over coming weeks and months is as few as possible. We back this Bill, but we are clear that it is a last resort for many businesses and that there is much, much more for the Government to do now—now—to support businesses, safeguard our economy and protect jobs and livelihoods, so that the measures passed today only have to be used in a limited number of companies.

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[Stephen Doughty]

I entirely endorse the point my hon. Friend is making, particularly with regard to pension schemes, because we have seen the tragedy of where this has gone wrong, such as the Allied Steel and Wire pensions scandal in my constituency, which is still affecting people today, years afterwards. Does she agree that we need to take some of the lessons from this process into protections for pension schemes and pensioners, who are expecting, having paid in, that they will get out in due course?

[Chi Onwurah]

I thank my hon. Friend for that extremely constructive and to-the-point intervention. We absolutely need to learn from this process, and we also need to ensure that not only the mistakes but the injustices of the past are not repeated, particularly now, when the economy and so many workers and pensioners are so vulnerable.

First, I hope that Ministers will learn from the experience of passing this legislation in such a hurried manner, with a mixture of permanent and temporary measures. While we understand the need for speed with this Bill, it is clear that there have been problems in combining temporary changes with permanent reforms that have been a long time coming and the lack of time for proper scrutiny. That point has been strongly voiced in the other place, and we hope that Ministers will bear this in mind when introducing complex permanent changes along with temporary measures.

Secondly, the ranking of priority debts in insolvency cases has not been changed in a number of years and concerns have been raised that this is out of date. There is no mention of FinTech or some of the new complex ways in which firms finance themselves. If further insolvency changes are planned by Ministers, they must be relevant to where the world is now.

Thirdly, the interaction between pension funds and insolvencies is very complicated, particularly around defined pension schemes. That needs to be looked at afresh. Fourthly, the lack of mention of employees in the whole Bill is a complete oversight, which is why we argued for greater recognition of, and voice for, employees during the passage of the Bill. Any further changes to insolvency and corporate governance legislation must consider how workers can be better included. Finally, there are clearly issues, as the Minister has raised, around pre-pack. They will need to be resolved.

We are pleased that we have been able to work so constructively with the Government to pass this important legislation to support business through this crisis. We are grateful for the listening ear of Ministers. We hope that this legislation will save businesses threatened with becoming insolvent through this crisis. We will keep a close eye on how the measures are implemented, and we hope Ministers will do the same.

[Richard Fuller (North East Bedfordshire) (Con)]

I draw the House’s attention to my entry in the Register of Members’ Financial Interests and in particular to my roles as a director of companies.

Like the Opposition, I welcome the changes that the Government are accepting in the Bill today. I have listened to a couple of interventions from the Opposition Benches, with their strong support for Government measures to support the economy, and that is emblematic of how successful they have been. However, I would just gently warn my hon. Friend the Minister that we have made great progress so far, but there are issues, as we emerge, about how those programmes are helping certain people, while other people are not receiving that support. We need to get the economy going back to normal business principles as quickly as possible, not seek to extend Government intervention unnecessarily or for too long.

This Bill is a very timely Bill and it is a good Bill. As the shadow Minister said, there is a mixture of short and long-term issues here, but getting this on the books is really rather important for the market. May I ask the Minister, building on some other comments about the changes in the role of the Pensions Regulator and the PPF, whether he sees this as part of a longer-term view of the Government about the role of pensions regulators in insolvency, and whether this is an indication of something that may outlast and be outwith any short-term changes? I would be interested in his perspectives on that.

I am not sure if the Bill continues to relate to the primacy of HMRC as a creditor in insolvencies, but I would be interested if the Minister has any observations on that. I know that, for many businesses when they are trying to seek resolution in insolvency, HMRC can prove to be one of the most difficult creditors to deal with—and that is putting it perhaps a little lightly. So do the Government have the intention of providing, or does the Treasury have any intention of providing, any guidance on how HMRC may be treating its obligations during this particular period? For many companies, that would be a welcome piece of information as they go through what may otherwise be very difficult periods.

May I ask the Minister about the extension to 30 September? That seems to be a very sensible change, but may I ask him about what happens in the event that there is a repeat lockdown that is a national lockdown? He has talked a bit about an affirmative decision here. That, it seems to me, is perhaps a bit more focused than that. Perhaps more tellingly, what happens in the instance where there is a localised lockdown in a particular county or a particular region that affects businesses there and they go insolvent? What happens to those particular businesses? I would be interested to see if the Minister has some thoughts on that.

My final observation, Mr Deputy Speaker—and you, with your great experience, may know this too—is that frequently measures that come into this House that are seen as short-term measures have a habit of sticking around on the statute book. So could I have, on the sunny-side view of the recovery of the economy, an absolute assurance from the Government that it is their intention, as these things sit, as the economy recovers, that they will implement the sunset clause, and they will come forward so that we can enable businesses to go back to the longer-term framework, some of which is in this Bill, for managing corporate insolvency?