Penk ChrisCHRIS PENK (National—Helensville): Thank you Madam Deputy Speaker for the chance to speak on the Companies (Clarification of Dividend Rules in Companies) Amendment Bill.Reflecting on the contribution if I may call it that from the previous speaker Mr McAnulty I reflect that it's unusual to hear the words cooperative" "Labour Party" and "business" in the same sentence but nevertheless he did manage that. So for that much I pay tribute to him and indeed his colleagues for their cooperative approach to cooperatives tonight.Much has been said already—too much some might say—in relation to the length of the bill and in relation to the uncertainty that's inherent in the Companies Act which it seeks to clarify. But nevertheless it is an important amendment that my colleague Mr Muller is introducing by way of this member's bill and I join others on both sides of the House in commending him for that. Key to the nature of the bill is the concept of dry shares. Dry of course can have a couple of different meanings—for example in relation to this speech I'm giving now it could mean either amusing or dreary and I will allow the countless New Zealanders who are listening to this debate tonight to choose between those as they see fit.However in the context of shares dry shares as explained in the explanatory note of the bill means shares that do not carry dividend rights in prescribed circumstances. It goes on to say that the classic example is where a non-supplier might have shares; that is to say is holding shares in the company—in this case a cooperative or often a cooperative—but is not supplying the co-operative at that time.So the need for the bill as identified by Mr Muller very astutely is the fact that there is uncertainty given that section 36 and section 53 of the Companies Act appear somewhat in contradiction whereby section 36 provides some flexibility—the default position as set out in section 36(1)—but goes on to say in section 36(2) that the rights set out as a default can be changed by way of a constitution of a company whereas section 53 of course prevents some of that ability at least on the face of it—hence the need for a determination between the two as to which will prevail in the case of conflict or disagreement. The phrase within the explanatory note that I think encapsulates the spirit of the bill well is "different views within the legal profession". When considering the nature of the law the phrase "different views" should sound alarm bells and so should the phrase "legal profession". Taken together it's quite a lethal combination and there are danger signs that can be flagged when there are different views from the legal profession—different views between the respective clients of lawyers who might be arguing the point can be expensive in terms of time energy uncertainty and of course cost.So in seeking to remove that uncertainty the bill has a very noble aim. While it does express some view in the explanatory note—again on which of the two major interpretations might be preferred—the fact that it notes there is uncertainty that such uncertainty is problematic and that it goes on to resolve that quite definitively is a very welcome thing indeed.I note in closing that choice and the ability to control the fate of the company does still rest with the shareholders of that company because a mechanism is provided—indeed it is untouched within the Companies Act—whereby the shareholders can determine the fate of the company in respect of this particular matter. They can vote accordingly and nature can take its course in the usual way in that respect.So I shan't belabour the point any longer except to note that finally in relation to it being easy to understand the bill is accessible in the sense that it's very easy to navigate—indeed being printed pretty well on one side of an A4 piece of paper and generously at that with some space at the top—it would be hard to miss it. Within the Companies Act it will be easily found too. It's clearly set out. It's a helpful addition to our statute book and I join my colleagues—it seems on all sides of the House and certainly this one for which I am able to speak—in commending the work of Mr Muller and supporting it at this stage."