Corporate Insolvency and Governance Bill

Paul Scully Excerpts

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

[The Parliamentary Under-Secretary of State for Business, Energy and Industrial Strategy (Paul Scully)]

I beg to move, That this House agrees with Lords amendment 1.

[Mr Deputy Speaker (Mr Nigel Evans)]

With this we may take Lords amendments 2 to 116.

[Paul Scully]

The Corporate Insolvency and Governance Bill has been a demonstration of what can be achieved in the best interests of businesses, jobs and the country’s economic future when there is collaborative work across both sides of the House. I am grateful to hon. and right hon. Members for the constructive way in which the Opposition have engaged with the Bill, both in this House and the other place.

Over the past three months, this country has faced the unprecedented hardship of needing to adhere to stringent social distancing measures due to the covid-19 pandemic, where Government had no choice but to order businesses to close their doors to safeguard the nation’s health. We recognise the huge sacrifices that has entailed, and my right hon. Friend the Chancellor has provided unprecedented economic support to businesses and workers across the country to help them make it through this challenging time.

Some UK businesses have been hit hard, with many unable to trade or facing a significant short-term reduction in demand for goods and services. As a result, many otherwise viable companies face the threat of insolvency.

[Stephen Doughty (Cardiff South and Penarth) (Lab/Co-op)]

With regard to Lords amendment 75, which extends the temporary provisions to 30 September, the Minister is absolutely right that a lot of businesses can survive this crisis, but they need these measures in place. They also need the packages of support from the Treasury alongside the legislative changes. The clock is ticking for many, particularly in the theatre and entertainment industry, the steel industry and others affected in my constituency. Does he agree that we need to see financial packages too?

[Paul Scully]

I agree with the hon. Gentleman that it is important that we remain flexible. We continue to work with businesses from all sectors to ensure that we can get to a point where we can work through the gears to get a full economic recovery over time. That will mean support from the Government in all manner of ways, which we are considering.

[Sir Edward Leigh (Gainsborough) (Con)]

We have no idea what will happen—there could be a second lockdown or other things; we do not know. Will the Minister comment on the necessity or value of including in the Bill a review procedure, which, if something changes, would allow the Government to be fleet of foot in aiding businesses? That particularly applies to those who lose their premises because of the difficult economic situation and who may find it very difficult to find new ones.

[Paul Scully]

I am grateful to my right hon. Friend for that intervention. He will note that the Government have extended the moratorium on the forfeiture of leases due to covid-19 debts to 30 September, with which the amendments in the Bill have become aligned. In my conversations with retail and hospitality in particular, but not solely with them, I have been exercised by property and the balance between landlord and tenant. We must keep an eye on that.

[Jim Shannon (Strangford) (DUP)]

I recognise that what the Minister is bringing forward is important. We thank the Government and him for what they are doing. In relation to circumstances in the regional devolved Administrations—the Northern Ireland Assembly, the Scottish Parliament and the Welsh Assembly—there may be peculiarities in those systems that mean businesses are particularly under threat or having problems specific to those regions. Does the Minister feel that within the Bill we can get help through the devolved Administrations, and in Northern Ireland through the Assembly, to those businesses and, in particular, tourism?

[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.

--- Later in debate ---

[Paul Scully]

First, I thank for their contributions all right hon. and hon. Members who have spoken in this and previous debates on the Bill. Overall, it is reassuring to me, and I am sure to the country, to see that the House can come together to provide constructive and challenging scrutiny of important legislation while moving quickly towards agreement in the national interest. The amendments made to the Bill since we last saw it have strengthened its ability to deliver on its ultimate aim of supporting business and reducing the threat of insolvency faced by many during this challenging time.

I thank the hon. Member for Newcastle upon Tyne Central (Chi Onwurah) for her kind words about the engagement on the Bill. She highlighted the need to address sector-specific issues, including those faced by aerospace, the automotive sector and the steel industry. The measures in the Bill apply to companies across all sectors of the economy, including airlines and the automotive industry, provided they meet the relevant eligibility criteria, for example to enter into the moratorium. Ministers and officials are in regular contact with representatives of the steel industry and will continue to work closely with it to determine how steel companies can access the support required at this extremely challenging time.

We know that all sectors must get as much support as possible. As my hon. Friend the Member for North East Bedfordshire (Richard Fuller) said, we must also come back to a sense of business as normal, so that we can start to move through the gears to get the economic recovery that we all want to see, knowing that it will not happen overnight—there is no light-switch moment—but that we must all come together to make that happen.

The hon. Member for Newcastle upon Tyne Central made the point that the financial market is changing rapidly, which is why there remains a regulation-making power in the Bill to adapt as markets do. She also raised the role of employees. My ministerial colleague, Lord Callanan, committed in the other place to the Government’s plan to conduct a review of the permanent measures in the Bill within three years, with a focus on the impact on employees. We will not hesitate to make changes if that review suggests that there is a need to.

My hon. Friend the Member for North East Bedfordshire asked about pensions. He is correct that the interaction between certain measures in the Bill and the pensions legislation gives rise to a number of complex issues. Setting out the detail in regulations will help us to ensure that the balance between trustees’ rights as creditors and the Pension Protection Fund’s interests can be achieved and quickly amended as case law relating to part 26A develops. The pensions framework is, to a great extent, set out in regulations, which allows the law to develop and respond to changes in the market. It is right and proper that the Pension Protection Fund and the Pensions Regulator are able to play a role in the new procedures when it is appropriate for them to do, and that is what the Government amendments allow for.

The Pension Schemes Bill will be in the other place at the end of this month. That Bill builds on the Government’s commitment to tighten the rules on abuse of pension schemes by improving the Pensions Regulator’s power. My hon. Friend asked about the regulations that allow an extension of the temporary changes. Of course, where required, the Government will not hesitate to extend the measures, but we will not extend them indefinitely. We will consider the individual merits of each measure before any further blanket extensions. As he said, it is important that business gets back to usual, but it is also important that shareholders get their say fully at an annual general meeting, as well as at share- holder days. Although we allow directors the leniency to concentrate on their own business rather than their responsibilities to Companies House, there comes a time when we must get back to business as usual, so that Companies House can record companies’ measures.

[Richard Fuller]

I do not want to delay my hon. Friend’s speech, but the point I was trying to make is that clarity about a change of rules is very important for directors, and that also applies to a change in regulations. If there is an extension, it needs the same debate and airing that we have had at this stage, and when these regulations end, that also needs to be communicated as clearly as possible.

[Paul Scully]

I am grateful to my hon. Friend for his intervention. The Department and the Government have been engaging with businesses to try to give that clarity. It has not always been possible, as we move in real time. Those of us who run businesses are used to making decisions in real time. What we are doing at the moment is about as close to real time as it gets for a Government. Normally, consultations can take months, and policy changes can take years. We have been working from day to day sometimes.

I congratulate the hon. Member for Inverness, Nairn, Badenoch and Strathspey (Drew Hendry) on his new grandson, Cameron—what a brilliant name. I do not know whether it was inspired by a former Prime Minister; maybe not. I hope that his joyous, optimistic and collaborative comments were not coloured by that fantastic news and that that relationship will carry on.

The hon. Gentleman raised the issue of HMRC’s status in the Finance Bill. This is something that came up clearly through the procedure. It is a matter for my colleagues in Her Majesty’s Treasury, but I can say that the role of HMRC is to ensure that tax paid by employees and customers rightly pays for public good. With regard to corporation taxes, HMRC’s status remains the same. I appreciate his input and I am grateful for the way that he has engaged with me and the team. I agree that it is very important that we protect as many jobs as possible. I will continue to work with my colleagues to ensure that we are doing as much as we possibly can to protect the jobs of the young, and the less young.

[Drew Hendry]

I am grateful to the Minister for his kind comments. I would say in passing that there has to be at least one good Cameron mentioned in this House.

I have asked about a range of things, in addition to the HMRC issue, that are not within the Minister’s direct power. One of them was supporting minor changes to borrowing powers to allow the Scottish Government to take decisions themselves to support economies locally. That is important, as he said. Will he take that forward with his colleagues in order to make sure that we can have those measures taken in Scotland?

[Paul Scully]

I am grateful to the hon. Gentleman. Clearly, these are all things that we will continue to look at.

The hon. Gentleman talked about the hospitality sector. Let me reassure him that the Government recognise that this sector is particularly hard hit by closure. I have regular conversations with representatives of the hospitality sector, including, most recently, only yesterday. They were very pleased and optimistic about the fact that we have now been able to change the rules within England and start giving them the certainty that they need to reopen. I look forward to successful reopening in England and, in time, in Scotland as well. It is so important that we work with the hospitality sector. The three winters issue that he described has been raised with me and I do appreciate it.

This shows the interlinking of the economy. I also hold the position of Minister for London. The hon. Member for Richmond Park (Sarah Olney) talked about culture. With regard to the hotel sector in London, people do not tend to go to a hotel just to sleep in another bed—they come, they sleep and they go because of the theatres, the restaurants and the culture around the area. It is therefore important that we get each of these sectors up and running. That is why we have these frequent discussions and work as collaboratively as we can. That also gives us the understanding we need in order to inform our support. A range of hospitality bodies and companies were consulted on the safer workplaces guidance, for example.

The hon. Member for Richmond Park talked of striking a balance, which is what we have tried to do in this Bill. I am grateful to her colleagues for making the point so clearly that measures are needed for longer. I hope she will agree that the Government have taken on board those concerns. She also spoke about the theatre sector. I know the Orange Tree. I tend to know the Orange Tree pub next door a little bit better than I do the theatre, but I know the great work that it does in the community. I will take her concerns back to colleagues.

Let me take this opportunity to thank the House of Commons Public Bill Office and the House Clerks for ensuring that this vital piece of legislation could be expedited through the House and consequently come into force as a matter of urgency. The support they have provided has been invaluable. I thank the officials who have brought this legislation into existence: my Bill team of Andy Ormerod-Clarke, Muneera Lula, Jess Bradbury, James Roddy and Alice Roycroft. All those in the teams in BEIS and the Insolvency Service—there are too many mention—have worked tirelessly, across weekends and in the evenings, to make sure that we could bring this to bear as quickly as possible. I want to mention the lawyers who have worked day and night, some of them with very young children, to draft this legislation: in particular, Jo Ashida, Denise Fawcett, Samihah El-Gindy, David Anderson, and our lead parliamentary counsel, Diggory Bailey.

I pay tribute to the policy leads, some of whom have worked in this area for many years, and who have worked with outside experts to make sure that we had the measures right: Steve Chown, Simon Whiting, Laura Bardsley, Rob Mak and many, many more. Colleagues from HMT, the Department for Digital, Culture, Media and Sport, the Ministry of Housing, Communities and Local Government and the DWP have also been invaluable. I pay tribute to all the organisations and representatives of businesses, consumers, workers, shareholders, investors and insolvency experts who have engaged with us in developing these proposals.

I conclude by mentioning those for whom this Bill is intended: the millions of business owners up and down our country who are keeping Britain moving. I say to them: please keep it up. Let us keep moving and let us bounce back our economy as and when the limitations and the restrictions are lifted.

Lords amendment 1 agreed to.

Lords amendments 2 to 116 agreed to.

[Mr Deputy Speaker (Mr Nigel Evans)]

I am sure we all wish baby Cameron Hendry the very best of health and luck for the future.

I suspend the House for three minutes.