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GAZETTE
B
K
W
MARCH 1993
Guide to the 1992 Group
Account Regulations
By Kenneth G. Rue, Fodhla Books,
Dublin 1992. 167pp. IR£19.95
Softback.
This book is welcome in several
respects. It represents the entry into
textbook publishing of a company
more usually associated by
practitioners with the secure printing
of documents for quoted companies.
An addition to the, regrettably, short
list of Irish publishers of
professional texts is pleasing. The
book itself is a comprehensive guide
to the changes to group accounting
arising as a result of the
implementation of the Seventh
Company Law Directive and new
accounting standards.
While the book will primarily be of
assistance to practising accountants
it deals with a number of issues of
interest to lawyers generally. For
example, it covers the new concepts
of 'parent undertaking' and
'subsidiary undertaking' introduced
in order to include undertakings
other than bodies corporate in the
requirement to prepare group
accounts. It also deals with the
broader concept of 'actual exercise
of control' over undertakings instead
of 'power to exercise control' which
is now used to determine when
consolidation is to occur.
The book also reviews developments
in accounting for acquisitions and
mergers. This is an area which has for
years given rise to legal difficulties
and will, notwithstanding the new
regulations, continue to do so.
The book takes a narrative
approach, leading the reader from
the underlying definitions through
chapters dealing with the obligation
to prepare group accounts, the form,
format and content of group
accounts, acquisitions and mergers,
joint ventures, treatment of
associates etc. It also contains
conveniently arranged appendices
including the text of the Seventh
Directive, the Group Accounts
Regulations and formats and a
comparative table of British and
Northern Irish legislation.
However the book does not attempt
an analysis of the legislation or any
criticism. It does not, for example,
analyse the extent to which the
Minister in making the Order
introducing the Group Accounts
Regulations may have exceeded his
authority under the European
Communities Act, 1972 by including
various amendments to the 1986
Companies Act which, arguably,
were not strictly necessary for the
implementation of the Directive.
This book will be a useful addition to
the library of any company lawyer. As
legislation takes ever tighter control
over the preparation and format of
the financial statements of companies,
accountants will have to seek legal
advice more frequently on these
matters.
David Beattie
Report on the Law Relating
to Dishonesty
Law Reform Commission, LRC 43 -
1992. 377pp, £20.00, paperback.
The Law dealing with dishonesty in
Common Law jurisdictions dates
back at least to the Assize of
Clarendon 1166. Since then there
have been different statutes updating
the legislation and, of equal
importance, many judicial decisions
creating and changing the law as
different types of dishonesty came
into vogue. The judges, coming as
they did from the property owning
class, went out of their way to ensure
that actions adverse to property rights
were criminalised whether or not they
were caught by existing statute law.
The need for codification of this law
arose regularly and the last great
codification affecting this jurisdiction
occurred with the Larceny Act, 1916.
This Act, containing fifty sections,
dealt not only with stealing and other
forms of larceny but also with related
offences of embezzlement, burglary,
false pretences and others. This Act
itself, even though it set out to
simplify the law, has been the subject
of much judicial interpretation.
Furthermore, because of huge
advances in technology and economic
activity many acts that might be
regarded as dishonest may not be
caught by its scope - computer fraud
and fraudulent use of credit and
automatic teller cards being just two
examples. This is, therefore, an urgent
need for reforming and updating the
law relating to dishonesty.
The members of the Law Reform
Commission have spent the last five
years examining the whole position.
Initially, they published a
consultation document and have now
followed this up with a full report.
This report runs to over three
hundred and fifty pages. As usual
the Commission has thoroughly
researched the law both here and in
other Common Law jurisdictions
such as the United Kingdom, New
Zealand and Australia. In one way
our own legal inertia has benefited
us to the extent that the United
Kingdom authorities, beset by the
same kind of legal problems as
ourselves, enacted the Theft Act as
far back as 1968. Despite the fact
that there was much discussion and
debate, prior to the passing of this
Act, as to the best method of
proceeding, this Act itself has been
analysed and interpreted by
numerous judicial decisions since
then. It seems to be impossible to
get the mixture right, but at least
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