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guage, and afterwards translated into all other official
languages. No dissenting judgments are allowed. The
Advocate General is absolutely impartial in presenting
the case to the Court.
(5) In preparing documents, it is essential to put the
case as simply as possible. It would be wise to have a
few specialist lawyers who would appear before the
Court.
(6) The Advocate! General sits with the Bench, and
his proposals are published, as well as the judgments.
The question of interpretation in the Court depends to
a large extent as to whether a Latin or English or
Germanic group predominates.
(7) There is a system of rotation for appointing the
Judges, and they are usually appointed for six years,
and can be re-appointed. Normally the Court sits at
present as a full Court of 7 Judges, and the majority
opinion forms the judgment.
Mr. John Temple Lang gave the final lecture on
"Companies in Europe" and stated that in the member
States, there were different laws governing particular
types of companies. As regards domicil, a company
normally has to comply with the local law where the
principal place of management is. There was normally a
very strict national control over the formation of the
company. The requirements about the accounts were
less stringent, and bearer shares were more common.
Even by comparison with the proposed European
Company, Irish law was more advanced, inasmuch as
it gave greater protection to minority rights, and the
English Act of 1967 gave wider power to appoint inde-
pendent inspectors to investigate companies. In each
member State there is only a single company tax, and
the principle of floating charges is as yet unknown.
The essential object of the Community was to create
a single economic unit. It should be noted that the head
office of a company cannot be moved from one country
to another, nor can mergers be generally made between
companies in different countries. The law relating to
disclosures of directors and the
ultra vires
rule are very
broadly similar as in Ireland but there are formal
requirements about incorporation.
The minimum capital requirement for European type
companies will depend on the purposes for which they
are formed. A compulsory valuation must be made of
any property purchased by the promoter within two
years of incorporation. A draft directive has been made
about mergers of public companies of the same nati-
onality, which makes adequate provision for the protec-
tion of creditors. It was essential, however, to disclose
the effect of this merger to the shareholders.
The object of the new European type of company to
be incorporated under Community law was to avoid
delays in the harmonisation of national laws. The Com-
munity was effectively worried by American competition.
The board of directors of Euro-Companies will have
to be nationals of member States. In some cases works
councils are to have a power of veto over certain deci-
sions. There was also a supervisory council, one-third of
whose members would be appointed by the trade unions.
It should be noted that, in Germany, the same personnel
cannot be elected to the management board as well as
to the supervisory board. The works council itself is
elected and is entitled to veto various matters; one-
third of the supervisory board is to consist of represen-
tatives of employees of the company. There is provision
for protection of minority shareholders within the Euro-
Company.
Finally it should be mentioned that there are tech-
nical Draft Conventions on bankruptcy and liquidation,
as well as on taxation. In answer to questions, it was
stated that:
(1) A floating charge could well be introduced, as a
means of promoting the obtaining of capital.
(2) Freely negotiable bearer warrants will increase in
the long run, once sterling has been liberalised.
(3) Copies of documents about the Euro-Company
proposals can be obtained from the European Infor-
mation Office, Merrion Square, Dublin. However, the
existing E.E.C. Directives on Companies will not apply
to State corporations.
The organisers must be congratulated upon a week-
end where many of us learnt much in a very pleasant
atmosphere.
Dublin Solicitors Bar Association
The following were among matters before the Council
of the Dublin Solicitors' Bar Association at recent meet-
ings :
Proposed Pre-Contract Enquiries
A Sub-Committee reported that it had been unable
to agree on a recommendation for the introduction of
standard forms of pre-contract enquiries in conveyanc-
ing transactions along the lines of the English system.
The Council decided that in view of its Sub-Commit-
tee's inability to make a unanimous recommendation
the Council would not recommend the introduction of
a pre-contract enquiry system.
Delays by Building Societies
The Council had a number of complaints about
delays in the approval of loans, the issue of instructions
to a Building Society's solicitors, the issue of cheques
following the approval of title by the Society's solicitors,
the furnishing of "pay-off" figures by the Society and
the release of title documents on accountable receipt.
It was decided to consider what steps the Association
might usefully take in the matter.
Annual Dinner
The Annual Dinner of the Association was held in
The Library, Solicitors Buildings, Dublin on Friday
10th December 1971. 190 members and guests were
present, and the toast of the Guests was proposed by
the President, Mr. Gordon Henderson and responded
to by the Cfvef Justice, the Hon. Cearbhall O Dálaigh.
The President of the Incorporated Law Society, Mr.
B. A. McGrath, proposed the toast of "The Association"
to which Mr Maurice Kenny responded.
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