The Gazette 1973

Solicitors Seminar in Killarney The Sixteenth Seminar, organised jointly by the Society of Young Solicitors and by the Provincial Solicitors' Association, was held in the Great Southern Hotel, Killarney, Co. Kerry, on Saturday, March 31, and Sun- day, April 1, 1973. More than 200 members attended the Seminar.

Company is insolvent. The procedure for a Members Winding up is fully set out in Section 256 of the Com- panies Act 1963. Here the Directors make a Statutory Declaration stating that they consider the Company will be asked within 12 months from the Winding Up to pay its debts in full; which must be made within 28 days of the resolution of Winding Up—to be passed by a general meeting. Once the resolution is passed, it must be officially advertised. In the case of a Creditor's Winding Up, 14 days notice must be given of the meeting of the Company and public. At this meeting a resolution is proposed to the effect that the Company cannot by reason of its debts continue its business, and that it is advisable to wind up the Company voluntarily, and to appoint Mr. X Liquidator. When the shareholders meeting is over, a Creditors Meeting to be held, which must be covered with ten clear days notice. They can accept the shareholders nominee as Liquidator, or appoint a different one themselves. Most creditors are companies representatives at the meeting. The Solicitor at the Creditors meeting will indicate the capital structure of the company, and what trade was carried on. The pro- cedure by petition for Winding Up a Company was then fully set out. If the Company is in serious financial state, then it is advisable to apply to the Court to appoint a provisional liquidator, as the accounts of the Company may be frozen. Mr. Martin Rafferty, Chairman of Belevedere Trust Ltd., delivered a paper on "Mergers and Takeovers", said that the bulk of rationalisation, in the way of mergers in Ireland has involved publicly quoted com- panies who will have to make a fundamental decision as to whether they will go public or become part of a much larger unit. Industrial Holding Companies have increased because it is difficult to build a substantial Irish Company from scratch, and large private Com- panies can then develop at a faster rate. With great incidences in taxation there is a greater incentive for highly paid managers to undertake the work, parti- cularly in view of the fact that more Irish Companies will endeavour to expand their operations outside Ireland. As regards take-over bids, when the bid is made, the public company should seek the advice of an outside merchant banker, and the company must at all times act for all the shareholders. Note that an offer must be properly made before it is accepted; in fact 90 per cent of decisions in takeover bids relate to the com- patibility of the specific people involved. In the case of mergers, the amount of information in the financial" pages of the press is minimal. The lecturer has been involved in 40 mergers, and came to the conclusion that there must be an essential trust and compatibility between the persons concerned. The final lecture was given by Mr. John Gleeson, Solicitor, Chairman of the Redundancy Appeals Tri- bunal, on "The Redundancy Payments Acts of 1967 and of 1971". He first stressed the dismissal provisions under section 9 of the 1967 Act. The five categories of redundancy are set out in section 7 of the 1967 Act, as amended by Section 4 of the 1971 Act as follows: (1) When the employer has ceased to carry on busi- ness. 192

The first lecture on Saturday morning was delivered by Senator Alexis Fitzgerald, Solicitor, on the subject of "Takeovers, Amalgamations and Reconstructions in Company Law". He referred to the takeover procedure contemplated by sections 203 and 204 of the Companies Act 1963 and then in detail to the takeover code of the Bank of England. He emphasised that the usual clauses in a takeover agreement were : (1) That the management was to be carried on as heretofore. (2) That if necessary special steps are to be taken before completion about reconstruction and devaluing or revaluing shares. It was obvious that this agreement would have to be drafted with great care : a distinction was also made between this agreement for sale and the warranty document, which seeks security against the liabilities of the purchasing company if the main pur- chaser is living abroad : arbitration should be provided to settle disputes, if required. The schemes of Recon- struction under Sections 201 and 203 of the Companies Act 1963 were then considered. Mr. John Stakelum, F.C.A., then dealt with the "Accountancy aspect of Liquidations and Receiver- ships". He stressed that a liquidator had a great respon- sibility as he temporarily replaced a Board of Directors and thus controlled the management of the company. He had to make quick decisions, and his main attributes should be, apart from professional competence and common sense, tact and diplomacy. While a Receiver acts for one specific creditor, the liquidator acts for them all. Most liquidations due to insolvency are Creditors Voluntary Liquidators, and this is often due to defective financial records. If an accountant is to advise in an insolvency situation, he must get accurate information. The Accountant must advise a liquida- tion where the company's prime purpose has dis- appeared. In the case of a substantial liquidation, the creditors should avail of the opportunity to appoint a Committee of Inspection. When a Receiver is appointed, he should first satisfy himself whether the person appointing him has author- ity to do so—whether there are sufficient powers given to him to carry out his functions, and whether he can carry on trading if it is necessary to do so. All necessary documents such as stationery books, company seals, financial books and records, insurance policies, relating to the deeds and records, and particularly the keys to the companys premises should be handed over to the liquidators who should make sure that all the actions and assets of the Company are adequately protected under a policy issued in his name. The Liquidator will then have to decide to what extent the business will be carried on—normally sufficient to dispose of any substantial stocks in trade at this normal market value. Mr. Oliver Fry, Solicitor, then spoke on the "Legal aspects of Liquidation and Receivership". He stressed that a Voluntary Liquidation could arise either (a) from a Members Winding Up, when the Company is solvent, or (b) from a Creditor's Winding Up, if the