Allan KiritapuKIRITAPU ALLAN (Labour): Thank you Madam Speaker. Whilst the gallery has all departed and it is a little quieter in this House compared to about you know five or 10 minutes ago I do want to acknowledge the member Todd Muller from the Bay of Plenty—from one of the finest towns in all of this nation's geography Te Puna. He comes from the centre of the universe. I can't help that. No look—the member has worked extremely hard in terms of taking the Primary Production Committee with him to enable us to understand the tensions that existed in the Companies Act.Now when the Companies Act was introduced there was a real intention by those drafters in this House at that time to ensure greater clarity and to enable I guess those that had to undertake commercial and corporate structuring responsibilities to ensure that they had the flexibility to determine the true nature of those entities.One of the challenges particularly in the agricultural sector—and the member just prior spoke to this exceptionally well and has done throughout the course of this bill before us—was that when you had a person or a producer that was a productive producer they were entitled to shares. Once they stopped producing they still retained their shares in that company but there was a tension as to whether or not the company could then delineate as to the benefits or rights attached to those shares.It hasn't been tested in the court. There's very little academic research done. Actually there was none that could be found and produced by the Ministry for Primary Industries but we do know—the member and I having had a long history with Zespri in particular—that there has been a real tense challenge between those that determined that section 53 in particular subsection (2) trumped the flexibility that was carried through through section 32 of the Companies Act. So section 32 permits a high level of flexibility in terms of the rights you can ascribe to various different shares. Section 53(2) says that The board of the company must not authorise a dividend (a) in respect of some but not all the shares in a class; or (b) that is of a greater value per share in respect of some shares of a class than it is in respect of other shares of that class" and then it goes through to sort of step through.Now I know that the member who introduced the bill Todd Muller was in a managerial position at Zespri at the time when they were trying to untangle the rights of wet and dry shareholders. That issue was really only resolved about two or so years ago by a vote of shareholders at an AGM but the precursory work to get to that point had gone on for probably a good I don't know five or so years. It had gone on for some time. It had cost the company and all of those shareholders of course which own that company—I'm not sure of the actual quantity of the sum but in terms of time and energy to really seek a resolution it was very frustrating. It went for too long and it cost far too much money. So from my perspective and why I guess we on this side of the House chose to really engage in this process we wanted to make sure that we weren't opening up a Pandora's box if we were to make ad hoc amendments to the Companies Act.It is a fundamental piece of legislation that impacts thousands and thousands of people throughout our country so we didn't want to just hack away and I guess make amendments that could carry those unintended consequences. So I guess from this side of the House a lot of our questions—actually across the divide we were really clear as a committee that we wanted to understand the impacts that this particular amendment would have on the overarching reading of these provisions if we were to enable this amendment to the Act.On the balance of probabilities and from the advice that we received we felt comfortable on this side of the House to support these amendments as carried through in the member's—it's a relatively small bill but these are technical amendments that are made to ensure that there is real clarity. And I think it goes back to the intention of those drafters at the time. I'm not sure whether those drafters at that time intended there to be this potential conflict between section 36 and section 53(2).I want to also acknowledge the contribution made by the Hon David Goddard QC. Look we didn't receive a ton of submissions on this relatively technical amendment but the submissions that we did receive and in particular from that particular honourable member David Goddard QC—very very helpful in terms of walking us through the—Dr Duncan Webb: Great judge.KIRITAPU ALLAN: Great judge—he is a great judge. He's on sabbatical over in the States I think at the moment. He gave our committee the time to really ensure that we could understand the technical nuance of these provisions and I think he was right. You know he said "Look this doesn't create huge ramifications across the board but there are specific circumstances in particular where you establish yourself as a cooperative at the outset and then of course producers go on to have different arrangements and they may or may not continue in their roles as food producers but they retain a particular class of shares." So I don't think I intend to give a lengthy contribution on this particular amendment but just to say that when it comes to things that really support our primary producers our food producers in particular—those that structure themselves in this way and we mentioned Zespri as one type of company that does this; but for those companies and in particular those in food production that do structure themselves in this way—this is an important amendment. It's something that I take pride in on our side of the House at the very least I guess listening to those contributions of those food producers and working alongside them to ensure that they retain the mechanisms that our producers need—our food producers need—to remain as sustainable and viable entities but to ensure that they don't need to waste resources and particularly the example of Zespri as I mentioned prior I had to do over several several years.So without further ado from our side of the House I'm pleased to commend this bill to this House."