Auchinvole Chris: Securities Legislation Bill — In Committee 
Auchinvole Chris: Securities Legislation Bill — In Committee 
[Volume:634;Page:5480] 
CHRIS AUCHINVOLE (National) 
: 
 Business thrives on risk. That is how it measures progress—by taking risks and getting benefits from taking that risk. What stifles business is uncertainty. The question we have to ask—as well as the question asked by my colleague as to whether legislation is necessary—is whether this legislation the Securities Legislation Bill will provide certainty and remove uncertainty to those in the commercial field. In speaking to support the bill I join my National colleagues in considering that it will indeed remove uncertainty and therefore it merits support. It is worthy of support given the considerations and concerns that my colleagues who spoke earlier have mentioned thus far. 
I do have a question though. Even though we have moved on from Part 1 I do have a question for the Minister. Why has this bill taken so long to come back to the House? We are talking about certainty and uncertainty. I would suggest that this bill requires a certain amount of urgency. We have heard the comments of my colleagues—Mr Tim Groser not least—about where New Zealand sits on a world measurement basis. We need to have confidence in the level of integrity and we need to know why the bill has taken so long to come back from its introduction and consideration by the Commerce Committee. It has now come back at this late stage. Were there difficulties associated with its development? I think the Minister should take a call and help us with those responses. 
Hon Lianne Dalziel 
: I wasn’t the Minister when it was reported back. 
CHRIS AUCHINVOLE 
: Well that says it all I guess. I know there has been an array of Ministers who have handled this portfolio. Indeed of the last four Ministers I think the present Minister has held the position longer than most and that is to her credit. 
There are aspects of the bill that merit being looked at individually. One is the effect on the Takeovers Act 1993. The bill makes three main changes to that Act. It amends the application to the Takeovers Act and the Takeovers Code by removing the $20 million threshold requirement from the definition of a specified company. The Act and code will apply as long as a company has 50 or more members and shareholders regardless of whether it has $20 million of assets. 
Hon Lianne Dalziel 
: This is extraordinary—it’s exactly what my notes say. 
CHRIS AUCHINVOLE 
: It is. It is similar and I think it is important that those who are listening to the debate are party to some of the detail in the bill. It is not a matter of just talking in platitudes although the Minister might be more comfortable with that. I think it is important that we get into the nitty-gritty of it look at some of the hard stuff and ask questions in the hope that those questions will be answered. 
Again the overarching question I have is why this bill has taken quite so long in coming back. Is that an indication of the significance that the present Government attaches to this bill? Because National would attach rather more to the integrity and the confidence that people can have in our capital markets in New Zealand. I notice that aspects of this bill—I think someone has commented on it—are borrowed legislation. A lot of it comes from Australia. To me that is not entirely a bad thing because ever-increasingly we do need to have closer relationships and closer harmony in our legislation with our trans-Tasman cousins so that there can be a regular interchange of business relationships between the two countries. Thank you Madam Chairperson. 
The question was put that the following amendment in the name of Pansy Wong be agreed to: 
to insert the following new clause: 
52ANew section 45A inserted 
The principal Act is amended by inserting after section 45 the following section: 
45APanel to decide on use of code 
The panel may decide whether a merger is structured solely for the purposes of avoiding the code and therefore must proceed as a takeover in doing so the panel must consider— 
(a)whether the same result can be achieved via a takeover; and 
(b)whether there was a legitimate commercial purpose in preferring the merger; and 
(c)whether there is a key feature of the merger that could not have been achieved through the use of a takeover mechanism a key feature could include: 
(i)a reduction of capital; or 
(ii)an amendment of the target’s constitution; or 
(iii)a variation of the terms of options or convertible securities; or 
(iv)acquisition of more than one class of share by a single procedure.