The Gazette 1971

7-23 two mistakes which appeared in the 1962 Wheat- croft are repeated, without it would seem, much con- sideration at all. The case of Seaham Dock and Har- bour Board v Crook (16TC 1930), should in fact appear in footnote 9 on P.273 and the case cited in footnote 9 should appear as authority for the first proposition in the second paragraph of 7-23, for which the Seaham Harbour Dock Board case is in fact cited. It seems to be a timely reminder of the value of the Tax Cases for practitioners even nowadays when text books such as this make the reading of the tax law so much easier. In summing up one's impressions of this book it would seem to be sufficient to say that this book appears to be a worthy successor to Wheatcrofts own book on the subject in 1962, a book of unquestioned value. Brian P. Dempsy. Companies in the Common Market, by R. R. Penning- ton; 2nd ed.; Oct. 1970; Oyez Publications; £1.60, 138 pp. One of the fields of Irish Law which will be affected by the EEC is company law. The EEC Treaty calls for further treaties on mutual recognition of the companies of other Member States, i.e. acceptance by the law of each state of the validity of incorporation of foreign companies as legal entities; presentation of the legal existence of companies moving from one Member State to another (impossible under Irish law at present); and provision for mergers between companies of different nationality. "Mergers" in the civil law sense cannot be carried out in Irish or British Law. A merger in the Six is a form of universal succession, by which all the assets and liabilities of a company are taken over by another, the assets and liabilities passing by operation of law and the transferor company is dissolved without a liquidation. This new concept, which is technically quite different from the Irish processes of buying all the shares or all the assets of another company, will almost certainly have to be introduced into Irish and British Law in the EEC, so as to enable mergers of this kind to take place across frontiers. This very useful little book summarises the company laws of the Six very efficiently in 96 pages, giving refer- ences to decided cases and to the Codes, and giving many of the principal technical terms in the appro- priate languages. It then deals with the requirements of the EEC Treaty mentioned above and with the pro- vision which calls for the adoption of standard rules of company law "to the extent necessary to render them equivalent" on safeguards for creditors and sharehold- ers. The first two directives implementing this clause are summarised, and the rest of the book deals with the early proposals for a "federal" type of company, to be incorporated under a Treaty and not under the laws (even uniform laws) of Member States. While many aspects of these proposals are still not agreed and presumably will need reconsideration if and when the new Member States enter, the discussion is interest- ing and useful. John Temple Lang Administration under the Law; 8vo; pp. 39; A Report by Justice; London; Stevens; 1971; 75p. Justice—the British Section of the International Com- mission of Jurists has already published many interest- ing reports, but this one on "Administration under the Law" will rank as pre-eminent. The legal members of Justice have already set to work on many valuable reports, which should be a headline for the dilatory Irish Branch.

The present Committee, under the chairmanship of Mr. Keith Goodfellow Q.G., has first considered the defects of the present system, the main one being that there is no separate system of administrative law and of administrative courts. Consequently there is no com- mon procedure whereby a citizen can seek redress of his grievances. The pierogative orders of certiorari etc., are hemmed in by strict procedural rules, and even an action for a declaration is discretionary; the party concerned must normally have a definite locus standi. Even the remedies available are often inadequ- ate; there is no guarantee that the administration will recognise the effect of a declaratory action. There is also a lack of expertise in administrative matters amongst ordinary litigants and ordinary judges. Finally the grounds for review, such as failure to observe the principles of natural justice or an error on the face of the record, are very limited. No code of law can protect the citizen against every injustice. But the basic objective must be to secure the giving of swift and reasoned decisions, and a code of Principles of Good Administration, as laid down in the Appendix is essential. The notion that success in an administrative action is often a pyrrhic victory will have to be amended. Obviously those who are affected by a decision should have the right to make representations before the decision is taken. Decisions having retrospective effect are wrong as being contrary to the notion of "the rule of law". Often administrators take action without mak- ing proper and thorough inquiries. Despite Hedley Byrne (1964) there does not appear to be any duty upon an administration to provide the public with any accurate information; such information should be given expeditiously and accurately. Finally there is normally no obligation upon administrators to give reasons for their decisions; it is proposed that, upon request the authority should give a written statement of the reasons justifying the decision. The committee proposed to create an Administra- tive Division of the High Court in which judges could sit with assessors if necessary. A right of action should arise in relation to administrative decision, in favour of a person materially affected in the following circum- stances :— (1) if the decision was taken in breach of any of the Principles of Good Administration; (2) if there was a material error in the facts upon which the decision was based; (3) if the decision was based upon an error of law; (4) if the decision was not made in good faith; (5) if the decision was required to be made in accord- ance with the rules of natural justice and was made in disregard of those rules. As regards remedies, apart from the power of award declarations and injunctions, the Court should also have the following powers : (1) to remit a decision to the authority for recon- sideration in accordance with the judgment of the Court; (2) to vary or reverse the decision; (3) to direct an authority to give a decision within a specified time; (4) to award damages. Although an Administrative Court has been proposed in England, it is submitted that it is ten times more neces- sary in Ireland, where administrators have arrogated unto themselves undue power. G.G.D.

124