The Gazette 1973

(a) Provisions under which the licensee, when selling licenced products, has to observe certain prices. (b) Provisions under which the licensee must neither manufacture nor sell products which compete with manufacture nor sell products which compete with the licenced products. In this case, however, an exemption may in certain circumstances be granted. (c) In principle there are no objections against pro- visions under which the licensor and the licensee have to keep each other informed on the improve- ment or on new applications of the invention or under which they have to grant non-exclusive licences for such inventions. However, a violation of Art. 85(1) obtains, if the licensor reserves the right to apply for a patent in his own name in respect of improvements made by the licensee, (d) The Commission considers the usual non-content clause by which the licensee undertakes to refrain from challenging the licenced protection rights by an action declaring them null and void or by any other means to be a violation of Art. 85(1); it principally refuses an exemption. In this way the Commission wants to avoid that competition is restricted by licence agreements through fictitious patents, which are only secured by non-contest clauses. DR. HOR ST H E L M , Stuttgart E.E.C. Caused "A Legal Revolution" by John Temple Lang

The formation of Community standards involved detailed comparisons between the laws of member states, to see which best achieved the purpose intended, national laws had to be "harmonised upwards', and standards raised all round. This needed much hard work and realism, and it is essential to see the practical effects of legal rules and not merely the theory. For example, the dole in rural areas is not an unemployment allow- ance at all, but an income subsidy for small farmers, but because this is not admitted, it acts as an unneces- sary disincentive to work. It would be a catastrophe if insularity or dislike or fear of the EEC led to trade union failing to take an active part in it. The EEC was a challenge, but also an opportunity for trade unions as well as others in- terested in law reform to advance their aims. Company Law Directive on Mergers For example, the draft Third Company Law Directive on Company Mergers requires advance publication of merger plans, and their assessment by independent experts. It also specifically requires the plan to state the implications of the merger for the employees of the companies involved, requires consultation with the em- ployees, and entitles the employees to make their views known to the shareholders meetings which decide whether to proceed with the merger. Irish law at present requires none of these things. Irish company law as such provides virtually no protection for the interests of workers, consumers or the public. In this respect the EEC is far less "capitalist' 'in its outlook than Irish law. Unfortunately the draft directive at present applies only to certain types of mergeri.and not to the type of merger common in Ireland, through purchase of shares or of a business : clearly the protec- tion for shareholders and workers given by the directive should be extended to all kinds of mergers. Compare the position of directors considering two offers to buy a factory: one from an asset stripper who would close down the factory, and a lower bid from a buyer who would keep it open. Under Irish law the directors would have a duty to accept the higher offer in the interests of the shareholders, regardless of the interests of the workers. Under Dutch law, for example, the directors would be free to take the lower offer if to do so was in the interests of the employees. A change in Irish law in this respect is far more likely to come about through EEC influence than in any other way. 190

The EEC has caused a legal revolution in Ireland, John Temple Lang lecturer in law in Trinity College Dublin told the I.C.T.U. summer course in Galway on 16 July 1973 in a lecture on European Law. Rules of Irish law could now be enacted without any action by any Irish governmental body at any stage, and free from the limitations imposed by the human rights clauses in the Constitution. If there was a conflict between Irish law and Community law, Community law would pre- vail over Irish law, even in the Irish courts. The final ruling on the interpretation of the Community rules which are now part of Irish law would be given by the Community Court in Luxembourg, not by an Irish court. The law giving effect to the EEC Treaty in Ireland had given wide legislative powers to Ministers, including the legal power to amend Acts of the Oireachtas. All of this had been done without any balancing imposition of democratic control, so it was essential that the Irish government and Oireachtas should do everything possible to strengthen the Euro- pean Parliament as the organ for democratic control in the EEC, and should set up Oireachtas committees to consider draft Community legislation in time to allow Irish officials and advisers to influence the Com- munity's own law-making process. A still more important legal revolution was the fact that the EEC was both a fertile source of new ideas for reform of Irish law and a strong impetus for law reform here in certain fields. In the economic and social spheres many of our outdated laws would have to be looked at in the light of their effects and whether they are in line with laws elsewhere in the nine member states. Revision of Irish laws to bring them into line with Community standards would provide us with an opportunity to carry out major legal reforms in many spheres—but only if we were ready to do so. It was a great pity that the European Com- munities Act contemplated implementation of EEC laws largely by Ministerial Order. These Orders would do little more than carry out changes necessitated by EEC rules, and they should not do more, because they are not subject to satisfactory democratic control. But if EEC laws were implemented primarily by Acts of the Oireachtas, the opportunity could be taken to improve Irish economic and social legislation in some of the many ways it now needs updating. Law reform was one of the most neglected fields of government in this country.