Corporate Insolvency and Governance Bill

Richard Fuller Excerpts

Consideration of Lords amendments & Ping Pong & Ping Pong: House of Commons
Thursday 25th June 2020 Commons Chamber

[Chi Onwurah]

I thank my hon. Friend for that extremely constructive and to-the-point intervention. We absolutely need to learn from this process, and we also need to ensure that not only the mistakes but the injustices of the past are not repeated, particularly now, when the economy and so many workers and pensioners are so vulnerable.

First, I hope that Ministers will learn from the experience of passing this legislation in such a hurried manner, with a mixture of permanent and temporary measures. While we understand the need for speed with this Bill, it is clear that there have been problems in combining temporary changes with permanent reforms that have been a long time coming and the lack of time for proper scrutiny. That point has been strongly voiced in the other place, and we hope that Ministers will bear this in mind when introducing complex permanent changes along with temporary measures.

Secondly, the ranking of priority debts in insolvency cases has not been changed in a number of years and concerns have been raised that this is out of date. There is no mention of FinTech or some of the new complex ways in which firms finance themselves. If further insolvency changes are planned by Ministers, they must be relevant to where the world is now.

Thirdly, the interaction between pension funds and insolvencies is very complicated, particularly around defined pension schemes. That needs to be looked at afresh. Fourthly, the lack of mention of employees in the whole Bill is a complete oversight, which is why we argued for greater recognition of, and voice for, employees during the passage of the Bill. Any further changes to insolvency and corporate governance legislation must consider how workers can be better included. Finally, there are clearly issues, as the Minister has raised, around pre-pack. They will need to be resolved.

We are pleased that we have been able to work so constructively with the Government to pass this important legislation to support business through this crisis. We are grateful for the listening ear of Ministers. We hope that this legislation will save businesses threatened with becoming insolvent through this crisis. We will keep a close eye on how the measures are implemented, and we hope Ministers will do the same.

[Richard Fuller (North East Bedfordshire) (Con)]

I draw the House’s attention to my entry in the Register of Members’ Financial Interests and in particular to my roles as a director of companies.

Like the Opposition, I welcome the changes that the Government are accepting in the Bill today. I have listened to a couple of interventions from the Opposition Benches, with their strong support for Government measures to support the economy, and that is emblematic of how successful they have been. However, I would just gently warn my hon. Friend the Minister that we have made great progress so far, but there are issues, as we emerge, about how those programmes are helping certain people, while other people are not receiving that support. We need to get the economy going back to normal business principles as quickly as possible, not seek to extend Government intervention unnecessarily or for too long.

This Bill is a very timely Bill and it is a good Bill. As the shadow Minister said, there is a mixture of short and long-term issues here, but getting this on the books is really rather important for the market. May I ask the Minister, building on some other comments about the changes in the role of the Pensions Regulator and the PPF, whether he sees this as part of a longer-term view of the Government about the role of pensions regulators in insolvency, and whether this is an indication of something that may outlast and be outwith any short-term changes? I would be interested in his perspectives on that.

I am not sure if the Bill continues to relate to the primacy of HMRC as a creditor in insolvencies, but I would be interested if the Minister has any observations on that. I know that, for many businesses when they are trying to seek resolution in insolvency, HMRC can prove to be one of the most difficult creditors to deal with—and that is putting it perhaps a little lightly. So do the Government have the intention of providing, or does the Treasury have any intention of providing, any guidance on how HMRC may be treating its obligations during this particular period? For many companies, that would be a welcome piece of information as they go through what may otherwise be very difficult periods.

May I ask the Minister about the extension to 30 September? That seems to be a very sensible change, but may I ask him about what happens in the event that there is a repeat lockdown that is a national lockdown? He has talked a bit about an affirmative decision here. That, it seems to me, is perhaps a bit more focused than that. Perhaps more tellingly, what happens in the instance where there is a localised lockdown in a particular county or a particular region that affects businesses there and they go insolvent? What happens to those particular businesses? I would be interested to see if the Minister has some thoughts on that.

My final observation, Mr Deputy Speaker—and you, with your great experience, may know this too—is that frequently measures that come into this House that are seen as short-term measures have a habit of sticking around on the statute book. So could I have, on the sunny-side view of the recovery of the economy, an absolute assurance from the Government that it is their intention, as these things sit, as the economy recovers, that they will implement the sunset clause, and they will come forward so that we can enable businesses to go back to the longer-term framework, some of which is in this Bill, for managing corporate insolvency?

[Drew Hendry (Inverness, Nairn, Badenoch and Strathspey) (SNP)]

Can I also thank the Minister for the collaborative and refreshing way, given his Government’s record, of engaging across the Benches to take this legislation through? I will come to my constructive criticisms in due course.

The areas I want to expand on are, basically, that we accept the Lords amendments and, within that, seek assurances from the Minister, his Secretary of State and his Government that they will work with the trade unions to ensure that workers are adequately protected, acknowledging that, while the Bill is a welcome step, the help it will give firms to get through the covid-19 crisis is going to be a drop in the ocean of the challenges they face. If this Tory Government are serious about reducing insolvency, they need to do much more. They should then support the Scottish National party’s amendments to the Finance Bill to prevent HMRC’s vulture powers from taking effect.

We welcome the technical changes made through the Lords amendments, not least the fact that the Scottish Parliament can play its full role in matters relating to clause 43. That is extremely welcome. It is also welcome to see the Government make concessions to Lord Stephen to ensure that directors will have responsibility for informing employees about moratorium arrangements and reassuring them about their conditions in the future. The Minister and the Government must provide assurances that they will continue to engage with trade unions and give an unequivocal guarantee that workers’ rights will not diminish as a result of the Bill.

The hon. Member for Newcastle upon Tyne Central (Chi Onwurah) was very kind in her criticisms. I am going to be a bit more direct. The swathes of Government amendments required in the Lords are indicative of the Government’s ongoing failure to grasp the details of the measures they propose—that is notwithstanding the very good engagement I have already referred to by the Minister here today. It is not the way to take such important matters forward.

As I said earlier, we welcome the measures, especially the provision of a short business rescue moratorium to protect companies from creditor action while options are considered; the new court-based restructuring tool; and new rules to prevent suppliers from cancelling contracts with businesses in an insolvency procedure. They are all helpful to business, as is the temporary suspension of the wrongful trading provisions to give company directors greater confidence to use their best endeavours as they continue to trade during this pandemic emergency, without the threat of personal liability should the company ultimately fall into insolvency. Importantly, we are keeping the existing laws for fraudulent trading and potential director disqualification to deter director misconduct—so far, so good.

The main and most pressing issue, however, is that these measures do not address the mountain of corporate debt that will prevent firms from investing to rebuild the economy. With reports that less than half the bounce-back loans will not be repaid, it is high time that recipients of the bounce-back loan scheme and coronavirus business interruption loan scheme debt were offered the chance of that debt being turned into equity instead. It is simply unrealistic to expect economic growth while numbing investment, crushing productivity and adding to corporate debt.

To be serious about avoiding insolvency, much more attention will need to be paid to the breadth of effects. Even businesses that survive will face a much longer road to recovery, especially in sectors such as tourism, hospitality and the arts. Without meaningful action, jobs will be lost and communities scarred, probably for decades. The effect on those sectors and others means that the brunt will be borne by thousands of people in the gig economy and on zero-hours contracts—and disproportionately by young people.

The Minister said that he wanted to make a commitment to supporting local economies. It is important that he takes that message back to the Chancellor because, when redundancies come, businesses will focus on those who will cost them the least to release: the low paid; those with no contract; and, as I have said, younger people. I have to declare an interest here as a father who still has two teenagers in the house, and, of course, as a newly-surprised grandparent of my new grandson Cameron Hendry. I want to ensure that all young people have a future to look forward to that is not going to be hampered by decades of retrenchment. [Interruption.] Indeed, Cameron Hendry. It is a fine name, isn’t it?

To get back to the serious point, although the hospitality sector is hopeful of some meagre income in the dying embers of the season, it has effectively faced a three winter situation. It may get 15% to 20% of that which July would normally bring, and maybe a bit more in August, if it is lucky. I have been engaging with and listening to the industry’s concerns, which are similar in tourist areas across the nations of the UK.

Current hotel occupancy rates seem to be below 10%. In my own constituency, the owner of the Kingsmills Hotel Group, Tony Story, told me that his company will have to bear the cost of an additional 15% to 20% per room for electrostatic spraying and hospital-grade cleaning in his hotels. That experience has been reflected by other smaller hotel owners across the sector.



They need the Minister, his Secretary of State and his Government to implore the Chancellor to extend furlough support in the sector beyond this year. As it stands, because of the changes—because of the contribution they will have to pay towards furlough—they will lose more money opening their businesses than when they were closed. It makes no sense to punish them in that way. The furlough scheme has been of great help; we have mentioned that many times and supported it. That is why it is important that it continues in order to avoid insolvencies that may come out of this.

--- Later in debate ---

[Paul Scully]

First, I thank for their contributions all right hon. and hon. Members who have spoken in this and previous debates on the Bill. Overall, it is reassuring to me, and I am sure to the country, to see that the House can come together to provide constructive and challenging scrutiny of important legislation while moving quickly towards agreement in the national interest. The amendments made to the Bill since we last saw it have strengthened its ability to deliver on its ultimate aim of supporting business and reducing the threat of insolvency faced by many during this challenging time.

I thank the hon. Member for Newcastle upon Tyne Central (Chi Onwurah) for her kind words about the engagement on the Bill. She highlighted the need to address sector-specific issues, including those faced by aerospace, the automotive sector and the steel industry. The measures in the Bill apply to companies across all sectors of the economy, including airlines and the automotive industry, provided they meet the relevant eligibility criteria, for example to enter into the moratorium. Ministers and officials are in regular contact with representatives of the steel industry and will continue to work closely with it to determine how steel companies can access the support required at this extremely challenging time.

We know that all sectors must get as much support as possible. As my hon. Friend the Member for North East Bedfordshire (Richard Fuller) said, we must also come back to a sense of business as normal, so that we can start to move through the gears to get the economic recovery that we all want to see, knowing that it will not happen overnight—there is no light-switch moment—but that we must all come together to make that happen.

The hon. Member for Newcastle upon Tyne Central made the point that the financial market is changing rapidly, which is why there remains a regulation-making power in the Bill to adapt as markets do. She also raised the role of employees. My ministerial colleague, Lord Callanan, committed in the other place to the Government’s plan to conduct a review of the permanent measures in the Bill within three years, with a focus on the impact on employees. We will not hesitate to make changes if that review suggests that there is a need to.

My hon. Friend the Member for North East Bedfordshire asked about pensions. He is correct that the interaction between certain measures in the Bill and the pensions legislation gives rise to a number of complex issues. Setting out the detail in regulations will help us to ensure that the balance between trustees’ rights as creditors and the Pension Protection Fund’s interests can be achieved and quickly amended as case law relating to part 26A develops. The pensions framework is, to a great extent, set out in regulations, which allows the law to develop and respond to changes in the market. It is right and proper that the Pension Protection Fund and the Pensions Regulator are able to play a role in the new procedures when it is appropriate for them to do, and that is what the Government amendments allow for.

The Pension Schemes Bill will be in the other place at the end of this month. That Bill builds on the Government’s commitment to tighten the rules on abuse of pension schemes by improving the Pensions Regulator’s power. My hon. Friend asked about the regulations that allow an extension of the temporary changes. Of course, where required, the Government will not hesitate to extend the measures, but we will not extend them indefinitely. We will consider the individual merits of each measure before any further blanket extensions. As he said, it is important that business gets back to usual, but it is also important that shareholders get their say fully at an annual general meeting, as well as at share- holder days. Although we allow directors the leniency to concentrate on their own business rather than their responsibilities to Companies House, there comes a time when we must get back to business as usual, so that Companies House can record companies’ measures.

[Richard Fuller]

I do not want to delay my hon. Friend’s speech, but the point I was trying to make is that clarity about a change of rules is very important for directors, and that also applies to a change in regulations. If there is an extension, it needs the same debate and airing that we have had at this stage, and when these regulations end, that also needs to be communicated as clearly as possible.

[Paul Scully]

I am grateful to my hon. Friend for his intervention. The Department and the Government have been engaging with businesses to try to give that clarity. It has not always been possible, as we move in real time. Those of us who run businesses are used to making decisions in real time. What we are doing at the moment is about as close to real time as it gets for a Government. Normally, consultations can take months, and policy changes can take years. We have been working from day to day sometimes.

I congratulate the hon. Member for Inverness, Nairn, Badenoch and Strathspey (Drew Hendry) on his new grandson, Cameron—what a brilliant name. I do not know whether it was inspired by a former Prime Minister; maybe not. I hope that his joyous, optimistic and collaborative comments were not coloured by that fantastic news and that that relationship will carry on.

The hon. Gentleman raised the issue of HMRC’s status in the Finance Bill. This is something that came up clearly through the procedure. It is a matter for my colleagues in Her Majesty’s Treasury, but I can say that the role of HMRC is to ensure that tax paid by employees and customers rightly pays for public good. With regard to corporation taxes, HMRC’s status remains the same. I appreciate his input and I am grateful for the way that he has engaged with me and the team. I agree that it is very important that we protect as many jobs as possible. I will continue to work with my colleagues to ensure that we are doing as much as we possibly can to protect the jobs of the young, and the less young.