A poacher turns into a sceptical gamekeeper
The new head of the OFT wants sweeping reforms and new powers unlikely to endear him to the City. Peter Rodgers reports; THE MONDAY INTERVIEW
Monday 05 February 1996
The evidence of his first four months in office appears to be pointing the other way - perhaps even to a poacher turned gamekeeper rather than a fox loose in a chicken run.
In an interview last week he promised the OFT would take the lead in co-ordinating Britain's multitude of consumer pressure groups and he displayed deep scepticism about the takeover fever that has been sweeping British boardrooms for more than a year.
He said he would press the Government for a range of new investigation powers, including the ability for the first time to demand confidential boardroom papers during takeover bids.
Mr Bridgeman is developing a new consumer affairs strategy as a priority, starting with nationwide consultations about how to bring together the efforts of the OFT, 150 local authority trading standards offices, the Consumers Association, the National Consumer Council and a host of specialist consumer protection bodies for the utilities and other organisations.
"There is a tremendous amount of interest in consumer issues but a lack of structure, leadership, focus and priorities. There is a lot the OFT can do to fill the gap," he says.
His message to consumerists was: "The ammunition is short, gentlemen, let's count our rounds carefully."
The first results of this exercise in what he called "consultation, participation and co-operation" are to be unveiled at an Institute of Trading Standards conference in June.
Mr Bridgeman moved on from plans for consumerism to display an insider's distrust of the claimed benefits of the merger and takeover boom under way for more than a year.
He says: "I made my first acquisition in 1975 and my last in 1995 and have had more than 20 years in the mergers and acquisitions world."
He cited the uncertainties, the cost in fees and the management time involved in takeovers, said he was suspicious of the efficiency gains claimed by bidders, and added for good measure that the costs of mergers frequently outweighed the benefits.
To make doubly clear where he came from on these issues, he praised the views of Professor John Kay, the economist who has developed a highly sceptical line about the benefits to firms and the economy of the City- driven takeover culture.
Mr Bridgeman said he thought Professor Kay was on the right lines when he pointed out that Japanese and American firms are large because they have been successful, not successful because they are large.
This strand of thinking goes against the view often ascribed to Michael Heseltine, the Deputy Prime Minister, that Britain needs strong national champions in industry, and that sometimes competition considerations need to be overridden to produce them.
Mr Bridgeman launched a high-profile inquiry into BSkyB, and displayed a suspicious attitude to the motives behind mergers of companies in dissimilar industries when he tried to have the North West Water takeover of Norweb, the electricity company, referred to the Monopolies and Mergers Commission. He found himself overruled in the end by Ian Lang, Mr Heseltine's sucessor as President of the Board of Trade.
Mr Bridgeman is philosophical about his first public rebuff. He says, "You have to allow people in government to discharge their responsibilities. The regulators' concerns are very important but they are one among other interests that have to be borne in mind as well."
The new director general has arrived at a critical point, when the Labour Party is promising a wide-ranging overhaul of competition policies and the Government has promised more limited changes, bringing a golden opportunity to influence both.
Mr Bridgeman does not go as far as his two predecessors, Sir Bryan Carsberg, an accountant, and Sir Gordon Borrie, a lawyer, in backing radical reforms. He is against Labour's plan to merge the OFT with the Monopolies Commission.
Neither does he subscribe to Labour's liking for a wholesale switch to a European system in which the new single competition body would have tremendously wide powers to fine companies and issue bans against monopoly practices.
He believes the advantage of UK law is that it gives the competition authorities a broad test of the public interest and wide discretion.
However, Mr Bridgeman said he had no objection in principle to Labour's plans to force companies to prove mergers are in the public interest before they are approved. He suggested this could suppress some takeover activity but "not necessarily radically change the pattern of business behaviour in battles for corporate control".
In the same vein, Mr Bridgeman was sympathetic to a proposal by Graeme Odgers, chairman of the Monopolies and Mergers Commission, to give the OFT rather than ministers the power to initiate merger inquiries. He thought this a change of emphasis and less radical in practice than it sounded.
Though revolution may not be his style, Mr Bridgeman has his own long shopping list for the consultative document that Mr Lang has promised to publish later this year. It includes items that will not be at all welcome to City corporate finance departments. A power to seize internal board papers and other similar documents would be useful for tackling UK cartels and monopolies as well as merger cases. "Anything that can get the job done quicker is bound to be good," he says.
Another power Mr Bridgeman would like is to ring-fence merged firms so they cannot make irrevocable changes before the OFT or the MMC has investigated. Of more than 100 mergers since Mr Bridgeman took over, 40 have been presented to him as a fait accompli, after completion. "Let's say two bus companies merge and we conclude there is a reduction of competition and a lack of consumer choice and that the only remedy is divestment.
"If by the time we get to XYZ town we find the depot closed, the buses sold off to Thailand and the people have been made redundant, there is nothing we can do about it. We'd like to be able to tell them to ring- fence the assets till we have considered our response."
He says the area where reform is most urgently needed is the Restrictive Trade Practices Act, where the OFT first has to go through long-winded procedures to obtain court orders to ban price-fixing, market-sharing and bid-rigging.
Astonishingly, no fines can be imposed, except for contempt, if the miscreants subsequently defy the court.
Although Mr Bridgeman is against a wholesale switch to the European system of bans and fines, he thinks they would be a useful weapon against three common problems in the UK.
The best known is predatory pricing when, for example, a supermarket sets very low prices for bread to put the local bakery out of business. The second area is where manufacturers refuse to supply shops unless their whole product range is stocked; the third is straightforward refusal to supply goods.
While reform of competition law is on the agenda of both main political parties, ideas about how to achieve it have been in a state of flux since a government White Paper in 1989 which Mr Bridgeman believes was too sympathetic to importing European legislation. "Thank heavens we didn't go along with that. Much of what will emerge from the Government's current consultation round will be quite different." he says.
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