Financial Services and Markets Bill -
Amendments to be debated in the House of Lords
- continued
House of Lords

back to previous amendments
 
  
After Clause 113
 
  
BY THE LORD McINTOSH OF HARINGEY
 
37     Insert the following new Clause-- 
 ("Modifications 
     . The Treasury may by regulations--
    (a)  provide for prescribed provisions of this Part to have effect in relation to prescribed cases with such modifications as may be prescribed;
    (b)  make such amendments to any provision of this Part as they consider appropriate for the more effective operation of that or any other provision of this Part.")
Power to modify this Part.
  
Clause 114
 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
38     Page 59, line 6, at end insert--
 
    ("(8A)  Behaviour does not amount to market abuse within subsection (2)(b) if the impression given is misleading only because of information which the individual whose behaviour it is does not know about because it was withheld from him in conformity with control of information rules.
 
    (8B)  Subsection (8A) does not apply if a person who knew the information directly or indirectly required the individual concerned to engage in that behaviour.")
 
  
Clause 115
 
  
BY THE LORD EATWELL
 
39     Page 59, line 19, leave out ("amounts") and insert ("is to be regarded as amounting") 
  
After Clause 115
 
  
BY THE LORD McINTOSH OF HARINGEY
 
40*     Insert the following new Clause-- 
     (".--(1) The Authority may include in a code issued by it under section 115 ("the Authority's code") provision to the effect that in its opinion behaviour conforming with the City Code-- 
 
    (a)  does not amount to market abuse;
    (b)  does not amount to market abuse in specified circumstances;
    (c)  does not amount to market abuse if engaged in by a specified description of person.
    (2)  But the Treasury's approval is required before any such provision may be included in--
    (a)  the Authority's code; or
    (b)  a proposed code published by the Authority under section 116.
    (3)  City Code" means the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers as it has effect at the relevant time.
 
    (4)  Specified" means specified in the Authority's code.")
Provisions included in the Authority's code by reference to the City Code.
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
[As an amendment to Amendment 40]
 
41*     Line 4, after ("with") insert ("one or more specified rules or notes in") 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
42*     Insert the following new Clause-- 
     ("  .--(1)  Except at the request or with the consent of the Panel, the Authority may not during the course of an offer exercise its powers under this Act in respect of behaviour which it considers may amount to market abuse and which it believes or suspects is, was or will be engaged in, in connection with an offer.
 
    (2)  Except with the consent of the Panel, the Authority may not during the course of an offer make public or otherwise indicate that it is proposing to take any such action or considering whether or not to do so.
 
    (3)  Subsections (1) and (2) do not apply in respect of behaviour which the Authority considers may satisfy the condition set out in section 114(2)(a).
 
    (4)  In this Part--
    City Code" means the City Code on Takeovers and Mergers issued by the Panel as it has effect at the relevant time;
    offer" means an offer to which the City Code applies;
    the Panel" means the Panel on Takeovers and Mergers.")
Behaviour of Authority during the course of an offer: Takeover Panel.
  
Clause 118
 
  
BY THE LORD McINTOSH OF HARINGEY
 
43     Page 61, line 12, leave out ("amount to market abuse") and insert ("fall within paragraph (a) or (b) of subsection (1)") 
44     Page 61, line 14, leave out ("engaging in market abuse") and insert ("behaving in a way which fell within paragraph (a) or (b) of that subsection") 
  
Clause 129
 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
45     Page 65, line 24, leave out ("under section 122(4)") 
  
Clause 133
 
  
BY THE LORD HUNT OF WIRRAL
 
46     Page 68, line 15, leave out from ("to,") to end of line 16 
47     Page 68, line 17, at end insert ("; or
    (c)  who have rights or interests which may be adversely affected by the use of any such services by persons acting on their behalf or in a fiduciary capacity in relation to them.")
 
  
Clause 136
 
  
BY THE LORD McINTOSH OF HARINGEY
 
48     Page 69, line 16, leave out ("deal in") and insert ("effect or carry out") 
49     Page 69, line 20, leave out ("long-term insurance business") and insert ("business which consists of the effecting or carrying out of contracts of long-term insurance") 
  
Clause 137
 
  
BY THE LORD McINTOSH OF HARINGEY
 
50     Page 69, line 35, leave out ("deal in") and insert ("effect or carry out") 
51     Page 69, line 39, leave out ("deal in") and insert ("effect or carry out") 
52     Page 70, line 3, leave out from ("of") to end of line 4 and insert ("charges") 
53     Page 70, line 5, leave out from ("making") to ("created") in line 6 and insert ("charges") 
54     Page 70, line 8, leave out from ("circumstances") to end of line and insert ("charges") 
55     Page 70, line 12, at end insert--
 
    ("(6)  Charges" includes mortgages (or in Scotland securities over property).")
 
  
Clause 142
 
  
BY THE LORD McINTOSH OF HARINGEY
 
56     Page 72, leave out lines 19 to 21 and insert ("about the disclosure and use of information held by an authorised person ("A").") 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
57     Page 72, line 23, after ("require") insert ("or enable") 
  
BY THE LORD McINTOSH OF HARINGEY
 
58     Page 72, line 24, leave out from ("have") to end of line 26 and insert ("to disclose to a person ("B") for or with whom A does business in the course of carrying on any regulated or other activity;
    (b)  specify circumstances in which A may withhold information which he would otherwise have to disclose to B;
    (c)  require A not to use for the benefit of B information A holds which A would otherwise have to use in that way;
    (d)  specify circumstances in which A may decide not to use for the benefit of B information A holds which A would otherwise have to use in that way.")
 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
59     Page 72, line 25, after ("require") insert ("or enable") 
  
BY THE LORD McINTOSH OF HARINGEY
 
60     Page 72, line 27, leave out subsections (3) and (4) 
  
Clause 145
 
  
BY THE LORD McINTOSH OF HARINGEY
 
61     Page 74, line 21, leave out from beginning to ("subject") in line 23 and insert ("In prescribed cases, a contravention of a rule which would be actionable at the suit of a private person is actionable at the suit of a person who is not a private person,") 
  
After Clause 146
 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
62     Insert the following new Clause-- 
     ("  .--(1)  A person who is subject to control of information rules ("A") incurs no liability to a person ("B") for or with whom he does business in the course of carrying on any regulated activity--
    (a)  for failing to make information in his possession available to, or to use such information for the benefit of B; or
    (b)  for failing, by not availing himself of such information, to avoid a conflict of interest between himself and B or between B and another person with whom A does business in the course of carrying on any regulated activity,
if A shows that the failure is due to arrangements made by A which comply with the provisions of such rules.
 
    (2)  Where A lawfully carried on any activity in connection with A's regulated activity, subsection (1) shall apply to A as if references in that subsection to a person with whom he does business in the course of carrying on a regulated activity were references to a person with whom he does business in the course of carrying on either of those activities.
 
    (3)  Subsection (1)--
    (a)  does not exonerate A if A has expressly agreed that all information in A's possession is to be made available or used by A for the benefit of B or that any such conflict of interest as is mentioned in subsection (1)(b) is to be avoided by A; and
    (b)  is without prejudice to any defence available apart from that subsection.
    (4)  References in subsection (1) to control of information rules include references to any other rules made for the purposes of the matters mentioned in section 142 by rules made under this Part.
 
    (5)  The provisions of this section shall be deemed always to have had effect.")
Liability where compliance with control of information rules.
  
After Clause 153
 
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
THE LORD NEWBY
THE LORD SHARMAN
 
63     Insert the following new Clause-- 
 ("CHAPTER IIA 
 POLICIES RELATING TO TAKEOVER REGULATIOn 
     .--(1)  Subject to subsections (2) and (3), the Authority is authorised to include in the code issued under section 115 a statement that behaviour of a person which is in conformity with the City Code does not amount to market abuse.
 
    (2)  Subsection (1) does not apply in respect of behaviour which satisfies the condition in subsection 114(2)(a).
 
    (3)  A statement made under subsection (1) may include such conditions and limitations as the Authority considers appropriate, including conditions and limitations specifying the behaviour and the persons covered by the statement.
 
    (4)  The Authority may at any time alter or replace any statement made under subsection (1).
 
    (5)  If a person behaves in a way which fulfils the requirements of any statement included pursuant to subsection (1) in the code issued under section 115, that behaviour of his is to be taken, for the purposes of this Act, as not amounting to market abuse.
 
    (6)  In this section--
    behaviour of a person which is in conformity with the City Code" means behaviour of a person which in the opinion of the Panel conforms with the responsibilities imposed on that person by the City Code;
    the opinion of the Panel" includes any revised opinion formed by the Panel as a result of any further consideration;
    City Code" means the City Code on Takeovers and Mergers issued by the Panel as applied by the Panel and as amended from time to time by the Panel;
    the Panel" means the Panel on Takeovers and Mergers.")
Market abuse: behaviour conforming with City Code.
  
BY THE LORD SAATCHI
THE LORD KINGSLAND
 
64     Insert the following new Clause-- 
 ("CHAPTER IIA
Policies Relating to Takeover Regulation
 
     .--(1)  Subject to subsections (2) and (3), the code issued under section 115 may state that behaviour of a person which is in conformity with the City Code does not amount to market abuse.
 
    (2)  Subsection (1) does not apply in respect of behaviour which satisfies the condition in section 114(2)(a).
 
    (3)  A statement made under subsection (1) may include such conditions and limitations as the Authority considers appropriate, including conditions and limitations concerning the categories of behaviour and classes of person covered by the statement.
 
    (4)  If a person behaves in a way which fulfils the requirements of any statement included pursuant to subsection (1) in the code issued under section 115, that behaviour of his is to be taken, for the purposes of this Act, as not amounting to market abuse.")
Market abuse: behaviour conforming with City Code (No. 2).
65     Insert the following new Clause-- 
     ("  .--(1)  Subject to subsections (2) to (4), the Authority is authorised to adopt policies concerning the exercise of any of its powers under sections 118, 124, 374, 376 and 377 in respect of behaviour which is subject to the City Code.
 
    (2)  Subsection (1) does not apply in respect of behaviour which satisfies the condition in subsection 114(2)(a).
 
    (3)  A policy adopted under subsection (1) may in particular include policies as to--
    (a)  the circumstances in which the Authority will exercise any power and any pre-conditions for the exercise by the Authority of any power, including, if the Authority considers it appropriate, the pre-condition of a request by the Panel that the Authority consider whether to exercise the power; and
    (b)  the time periods during which the Authority will or will not exercise any power.
    (4)  A policy adopted under subsection (1) may include such conditions and limitations as the Authority considers appropriate, including conditions and limitations which specify the power or powers, the behaviour and the persons covered by the policy.
 
    (5)  The Authority may at any time alter or replace any policy adopted by it under subsection (1).
 
    (6)  Where the Authority has adopted a policy under subsection (1), such policy shall be recorded in a statement issued under this section.
 
    (7)  The provisions of section 119(7) to (9) shall apply to a statement issued under this section.
 
    (8)  The Authority shall not exercise its powers under sections 118, 124, 374, 376 and 377 in a manner which is not in accordance with any statement of policy issued under this section.
 
    (9)  A decision by the Authority as to the exercise of any of its powers taken in accordance with any statement of policy issued under this section shall be deemed to be authorised by this section and not to constitute any unauthorised fettering or delegation of the Authority's powers.
 
    (10)  The provisions of this Act which refer to the Panel or to the City Code shall not be construed as imposing any statutory duty on the Panel and no such duty shall be imposed on the Panel by reason of any thing done or not done by the Authority or the Panel under or in connection with such provisions.
 
    (11)  Neither the Panel nor any person who is, or is acting as, a member, officer, member of staff or agent of the Panel is to be liable in damages for anything done or omitted which is or may be connected in any way with the exercise or purported exercise of any duty, power or function of the Authority under this Act unless the act or omission is shown to have been in bad faith.
 
    (12)  In this section--
    behaviour which is subject to the City Code" means behaviour which is subject to responsibilities imposed by the City Code;
    City Code" means the City Code on Takeovers and Mergers issued by the Panel, as applied by the Panel and as amended from time to time by the Panel;
    the Panel" means the Panel on Takeovers and Mergers.")
Market abuse: statements of policy relating to City Code.
 
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