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over transaction would have "no effect" if prior ministerial approval was not obtained. The
Committee appreciated that where a formal takeover was arranged between two parties, the
parties to it would be aware that prior ministerial consent would be necessary. However,
cases would arise where a takeover would be "deemed" to take place under the provisions of
the Bill (e.g. where the person acquired as little as 25 % of the share capital of the company).
Some parties to the transaction might not be aware at all that such a "deemed" takeover was
taking place for which ministerial approval would have to be obtained in order that the trans-
should be valid. This could readily occur, for instance, on sales in the Stock Exchange. The
Committee also felt that third parties such as purchasers for value or mortgages of shares
acquired originally under a transaction which had "no effect" could be adversely affected as
they could have no title thereto. Members of the Committee were asked to discuss their sub-
missions with officials of the Department of Industry and Commerce. It may be that as a result
of the recommendations made by the Committee and other bodies some changes may appear
in the next draft of the Bill.
Brian O'Connor,
Chairman
14.3 The bulk of the time of the Committee has been taken up with dealing with E.E.C.
legislation and draft legislation which will affect our Company Law. The Committee has
identified no less than twenty-one proposed Directives, Regulations and Conventions which
will, in one way or another, be of concern to those advising clients on company matters.
14.4 Members of the Committee have continued to act on a voluntary basis as experts to
assist the Department of Industry and Commerce at drafting Sessions in Brussels. The
proposed legislation covered in this way included the Draft Conventions on International
Mergers, the Draft Convention on Bankruptcy and Liquidation and proposals relating to
Takeovers and groups of companies. The Committee consider thqt it is helpful to ensuring
that what emerges from these Sessions is legislation which can readily fit into or be adopted
to our own legal framework so far as possible. The E.E.C. programme also includes legislation
affecting the interest of employees which would affect the legal relationships between companies
and their employees. The Committee considered the recently adopted Directive on Mass
Dismissals which is to be incorporated in our legislation shortly. A meeting was arranged with
a representative of the Department of Labour on this directive and on draft directives to
regulate the position of employees in merger and takeover situations.
14.5 The Committee prepared and submitted to the Department of Industry and Commerce
a Memorandum on the Second Draft Directive on Company Law which deals with the main
tenance and alteration of companies capital. The Committee understands that it is very likely
that this Directive will be adopted by the Council of Ministers of the E.E.C. very shortly.
If this is so, then it may be implemented in legislation and become part of our Company Law
within a short time thereafter. The Committee thought that the application of the Directive to
Private Companies could prove unduly burdensome and it seems likely that the final form
will not do so. However, it is possible that some new requirements may be introduced to
distinguish private companies from public companies and these may include identification in
their name as public or private companies as the case may be. The Committee will continue to
keep in touch with the Department of Industry and Commerce on this Second Directive and
will endeavour to ensure that when it is finally implemented as part of our legislation, it will
be readily comprehensible.
15.1 Continued progress can be reported in the services provided in the Library. Apart from
LIBRARY
the loan of textbooks, and the photocopying of law reports and of pages from the rarer Irish
textbooks, intricate queries have had to be answered, many of them from abroad, dealing
with the tracing of ancestors who were Solicitors.
ColumGavan Duffy
15.2 During the summer months, Miss Byrne, assisted temporarily by Miss Geraldine
Librarian
D'Arcy, B.A., undertook a thorough stocktaking of the textbooks and recataloguing. The
continued supply of unreported High Court and Supreme Court judgments was made available.
In view of the fact that the Circuit Court has a civil jurisdiction of £2,500, and that some judg-
ments are interesting and important points of law are made in that Court, it is hoped to approach
the new President of the Circuit Court to endeavour to arrange that a supply of written judg-
ments from all Circuit Courts be made available. The long awaited textbook on Irish Land Law
by John Wylie, the first for more than fifty years, to be published in November, is eagerly
awaited.
15.3 New editions of standard legal textbooks, such as Treitel on Contract, and Megarry &
Wade on Real Property, were acquired during the year. These are listed in the June and
November
Gazettes.
New books on all practical branches of law, which were deemed worth
purchasing, were acquired. Extension of the Reference Section is planned by means of exchanges
of the Directory and of the
Gazette.
The first 14 volumes of the Fourth Edition of Halsbury's
Laws of England have been received.
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