Dalziel Lianne: Business Law Reform Bill — In Committee 
Dalziel Lianne: Business Law Reform Bill — In Committee 
[Volume:635;Page:6447] 
Hon LIANNE DALZIEL (Minister of Commerce) 
: 
 I think it is worthwhile to clarify the point that the member Pansy Wong has raised because it would not be appropriate to leave it on the record that the amendment I was proposing by way of Supplementary Order Paper 72 was in any way shape or form the same as the amendment that the member moved during the course of the debate on the Securities Legislation Bill. My recollection of the member’s amendment at the time was that it was based on the Takeovers Panel’s recommendation that the panel itself become the predetermining body in terms of whether an issue should be identified as being covered by the code and whether an amalgamation or a scheme of arrangement should proceed. So the provision that the member moved during the debate on the Securities Legislation Bill is one that I would still oppose because it has not been through an appropriate process. 
We explained the Supplementary Order Paper to the Opposition spokesperson—the chair of the Commerce Committee—and she agreed to the actual provision that we were putting up. 
Katherine Rich 
: I did not. You’re telling fibs. 
Hon LIANNE DALZIEL 
: If the member is making statements that are unparliamentary in this House then obviously she will have a conversation on that with one of my staff members because that is whom she had the conversation with. I received the advice that all parties in this House were questioned over whether a Supplementary Order Paper would be agreeable to them. The reason we consulted other parties is that the Supplementary Order Paper as proposed is outside the scope of the bill. 
If the National Party had just said no and that it was not interested in proceeding with this measure we would not have taken it to the Business Committee. We were surprised when we were told at the Business Committee that the National Party was not going to allow it to proceed but that is fine. That is in the nature of the way that things happen in this Chamber and I just have to accept that because the measure is outside the scope of the bill. So nobody is saying that this measure could have proceeded in the same shape as was proposed or even in the shape that the member had submitted it on the Securities Legislation Bill. It could not have proceeded under that proposal either because to do that too would have been outside the scope of that bill. 
All the Government had proposed to do was to develop a regulation-making power that would enable more information to be provided to shareholders when confronted with a situation such as an amalgamation or a scheme of arrangement and it would have enabled a set of criteria to be established. In consultation through a proper process of regulatory impact analysis with the key stakeholders it could have established the criteria the court would have to take into account in determining whether such an arrangement would proceed. 
So the mechanism of an amendment—a Supplementary Order Paper—to the bill that was before the House was a quick fix to something that everyone had agreed on. Let me just read from the Commerce Committee’s report: “Some submitters suggested various changes that are beyond the scope of this bill. For example the Takeovers Panel recommended amending the Companies Act to remove a possible loophole regarding the application of the Takeovers Code. We would support additional measures being brought forward to address the Takeovers Panel’s concerns at least in part.” Well that is what the Government did. I am sorry but that was a unanimous report of the select committee and I took it on its face value as meaning that members were prepared to proceed. All members had to do which is ultimately what happened was to say that they were not prepared to let it proceed whether or not that was on procedural grounds or whatever other grounds. 
We needed unanimity essentially in order to have something included in the bill that was outside its scope. We put our hands up; we say that we give up. We will refer the matter back to our officials and we will do some more work on it.