The Gazette 1976

GAZETTE

SEP T EM BER 1976

Committee considered this Directive mainly from the point of view of Companies it should certainly be noted by members of the Profession that, in its present draft form, it is likely to cover any mergers or amalgamations of whatever kind including those of firms of solicitors. Comments on this draft directive were given on behalf of the Committee to the Departments of Labour and Industry and Commerce.

DIRECTIVES, REGULATIONS AND CONVENTIONS BEING EXAMINED BY THE COMPANY LAW COMMITTEE INDEX TO NUMBERED HEADINGS 1. Descripcion and Rome Treaty Basis 8. Council Working Party. 2. Study for Commission 9. COREPER (Committee of Permanent Representatives) 3. Commission for Working Party of Experts 10. Council of Ministers' Sanction 4. Publication of Draft by Commission for II. Implementation of Directives or Conventions in force in Ireland submission to the Council. 12. Notes 5. Opinion of Economic and Social Committee 13. Law Society Committee comments 6. Opinion of European Parliament 7. Latest Draft

2

3

4

5

6

7

8

9

10

II

12

I

13

DIRECTIVES Ist Directive 68/151

S.I. No. 163 of 1973

Memo to Oireactas Commit- tee in 1974

Ultra Vires, pre-incorporation contracts and publicity require- ments

1964

1966

1968

2nd Draft Directive Formation of companies, maintenance, increase and reduction of capital

1975 Memo sent to Dept. of 1 & Co. Memo sent to Dept. of 1 & Co. 1976

1970

1971

1971

1975

1976

3rd Draft Directive on Internal Mergers Article 58(2)

March 1974

2nd Read- ing 1976

1971

1970

1975

4th Dratt Directive Annual Accounts

3rd Read ing 1976

1971

1973

1972

1974

5th Draft Directive Structure of Companies and obligations of their organs Article 54(9) 6th Draft Directive Content, supervision and distribu- tion of prospectuses

1972

1976

1974

First Reading in Council

1974

1972

1974

1974 Working Paper Dr. Hans Wurdinger

1976 Second reading Completed

Draft Directive on Groups of Companies Article 54

Formal Proposal expected in 1977 from Com- mission Formal Proposal expected from Commission in in 1977 European Parlia- ment in 1976 Council's second reading in 1976 It is understood that the Com- mission is now consulting with individual Member States Draft Directive at end of 1976 Council Work- ing Groups to start from October 1976

1976 1976 First Reading Completed'

Draft Directive on Takeover Bids Article 58

Report of Professor Pennington 1974

Draft Directive on Co-ordination of Unit Trust legislation

1976

Draft Directive on Group Accounts

Draft Directive on the Rights of Employees in the case of Mergers Takeovers and amalgamations Draft Directive on Commercial Agents

June 1974

April

1975

Draft Directive circulated by Commission 1974

Memo sent to Dept. of 1 & C. 1974

December 1974

Avant project on harmonisation of listing requirements REGULATIONS Draft Regulations for a European Company Statute Article 35 Draft Regulation for a European Co-operation Grouping Article 235

Memo sent to Dept. of 1 ft C. 1976

1970

1972

1974

Con- sidering the draft

Parliament

J973

Discussion in Council

Draft Regulation on the Control of Concentrations

1973

1974

1974

CONVENTIONS

Meeting still in progress

Goldman Working Paper

Draft Convention on International Mergers Article 220

1973

Meeting still in progress

Draft Convention on Bankruptcy and Winding-up Insolvent companies

Ratified by ell the original six except the Netherlands. N< immediate like- lihood of Ireleni adopting it.

Convention on the Mutual Recognition of Companies

171