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GAZETTE
B O O K
R E V I E W S
JANUARY/FEBRUARY 1994
Irish Company Secretarial
Precedents
By Paul Egan, Ailbhe Gilvarry and
Mark Graham, Jordan Publishing Ltd.
1993, xiv + 390pp, hardback,
IR£60.00.
Irish Corporate
Procedures
that the book is a collection of legal
information and practical data designed
to assist businesses and their
professional advisers in forming,
administering and finding out about the
principal forms of business enterprise
in Ireland. The book is intended to be a
first point of reference on the relevant
formation procedures, accounting
requirements, taxation systems and
disclosure obligations in relation to
limited companies, partnerships,
branches of companies and joint
ventures.
larly general practitioners, regarded
company law as esoteric. For some,
aspects of company law were (and may
still be) intellectually incomprehensible.
This should not be so. The authors have
produced extensive and accessible
guides to the intricacies of Irish corpor-
ate procedures. These books can be
recommended for those seeking
accurate, clear and speedy
enlightenment.
Dr. Eamonn G. Hall
By Paul Egan, Jordan Publishing Ltd.,
1993, xiv + 188pp, paperback,
IR£20.00
A company is an artificial entity. It is
invisible and intangible and has no
1
effective mind but the mind of its
owners. Yet a company can possess a
form of immortality and it allows for a
form of perpetual succession; a
company can be a powerful force.
Justice Louis Brandeis in
Liggett
Company .v. Lee,
288 U.S. 517, 567
(1933) (dissenting in part) noted that
through size, companies once merely an
efficient tool employed by individuals
in the conduct of private business can
possess such a concentration of
economic power that so-called private
companies are sometimes able to
dominate the State. Brandeis used the
expression "Frankenstein monster" in
the context of a company which the
State had facilitated by its corporation
laws. A wise commentator once noted
that the biggest corporation, like the
humblest private citizen, must be held
to strict compliance with the will of the
people as expressed in the law of the
land. This brings your reviewer to
company law and the work of
Paul
Egan, Ailbhe Gilvarry
and
Mark
Graham.
Paul Egan, Partner in Mason, Hayes &
Curran, Solicitors, Dublin, states in the
preface to
Irish Corporate
Procedures
In an appendix, Paul Curran sets out the
standard forms used for formation of a
company, registration of a limited
partnership, registration of a branch of
an overseas company, registration of 'a
European Economic Interest Grouping
and registration of a business name of
an individual, partnership, Irish
company or overseas company on the
register of business names.
•
In
Irish Company Secretarial
Precedents,
the authors provide
precedents to facilitate a company
secretary or professional adviser in
relation to management of limited
company under the
Irish Companies
Acts, 1963 to 1990.
This book is
directed mainly at the private company
as distinct from the public limited
company.
There is an introduction to each set of
precedents. Chapter headings provide
details of the scope of the work. These
deal with, for example, incorporation of
a private limited company, alteration to
memorandum and articles of associa-
tion, shares and share capital, borrowing
and debentures, annual report, accounts
and auditors, dividends and loan
interest, registered office, directors,
execution of documents and the com-
pany seal, statutory and other registers,
company meetings, winding up and
striking off.
Some practitioners in the past, particu-
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