Swain Paul: Companies (Minority Buy-out Rights) Amendment Bill — Second Reading In Committee Third Reading 
Text is incorporated into the Bound Volume 
Swain Paul: Companies (Minority Buy-out Rights) Amendment Bill — Second Reading In Committee Third Reading 
[Sitting date: 02 September 2008. Volume:649;Page:18528. Text is incorporated into the Bound Volume.] 
Hon PAUL SWAIN (Labour—Rimutaka) 
: 
 Mr Assistant Speaker yes— 
Gerry Brownlee 
: He was no help at all. 
Hon PAUL SWAIN 
: Well that is a bit uncharitable from that member and he is getting me to engage with him when my speech must not be longer than 1 minute. I have already spent probably about 15 seconds. 
Gerry Brownlee 
: No he was no help at all— 
Hon PAUL SWAIN 
: I think that is a bit uncharitable from that member; in fact I have defended his contribution on many occasions. By and large the Commerce Committee has worked well. I congratulate Dave Hereora. He was the one who spent a lot of time getting his head round the Companies (Minority Buy-out Rights) Amendment Bill. I am obliged to the previous speaker Dr Richard Worth who does know a bit about it. When he gives little sermons in the House like the one he has just given I always find them particularly interesting especially when he goes back into history. 
Gerry Brownlee 
: I bet sometimes you wonder why you slept through it. 
Hon PAUL SWAIN 
: No to be fair to the member I did not sleep through the speech he just gave; I found it very very interesting. But I am now off the point. There is the potential to go on for 10 minutes if— 
Gerry Brownlee 
: Could have fooled me. 
Hon PAUL SWAIN 
: Normally I love interjections because they give me something to draw on but I do want to make a couple of quick contributions. As the member Richard Worth quite rightly said this bill came from some recommendations from the Law Commission around a case involving Natural Gas Corporation Holdings. It was about trying to set a regime so that shareholders had better rights. It is interesting to know that when I was the Minister of Commerce the first thing we did was to introduce the Takeovers Code which the National Party had basically rejected. That code of course gave important rights to small shareholders. It is really important that we are introducing this legislation which is another leg of this particular important part of companies law. 
As has already been said we know what the objective is: to ensure that the markets function properly. It is time to give minority shareholders not so much protections as special abilities to have a fair share value price if they oppose certain transactions of the company—that is if the company is no longer the company that they had shares in. For example if the constitution of the company is amended that amendment might imply restrictions on the company’s activity; the company might approve a major transaction that a shareholder does not agree with; or it might improve an amalgamation that the shareholder does not agree with. The shareholder may disagree with what is being done and want to opt out. This bill makes sure that there is a proper process for particularly assessing the value of the company shares at the time so that minority shareholders’ rights are protected as best as they can be. 
This is good legislation. It is another piece of legislation from the Commerce Committee. I almost said the committee is ably chaired by the chairman; he does chair it quite well but he made some uncharitable comments about me so I will not say it. What I will say is that this is good legislation and needs to be progressed.