The Gazette 1974

Directives to some of these occupations. The Directives

provide in such cases that documentary proof of good

repute or of no previous bankruptcy issued by the State

o~i~in

shall be accepted by the host member State.

ProvIsIon has been made, however, that where a country

does not have a system of documentary proofs they

~ay

be replaced by a declaration on oath or in certain

cIrcumstances by a solemn declaration. Documentary

proof~

of this kind are not provided for in this country

and It has accordingly been arranged that, for the

purposes in question, affidavits of good repute or of

non-bankruptcy may be made in this country before

notaries public.

Convention on Jurisdiction and the Enforcement of

Judgment in Civil and Commercial Matters

11.8. The working party, comprising representatives

a~1

the member States, on adjustments to the Con–

ventIOn to meet the requirements of the new member

~tates

is making good progress and expects to conclude

wor~

by the end of 1974. Aspects of the Convention

~ealt

wIth by the working party so far include clarifica–

tIon of the concept of civil and commercial matters;

the application of the Convention to judgments for the

fayment of maintenance (which would include orders

Or ,the payment of maintenance to deserted wives)

partIcularly judgments which are incidental to proceed–

Ings concerning the status of persons; the relationship

,the Convention to other Conventions; and the possi–

Ilhty of

t~e

Convention taking account of the common

aw doctrIne of

forum conveniens

(under which a Court

may decline jurisdiction where there is another equally

c~",1pe~ent

and more appropriate Court and the ends

?f JustIce would, in the circumstances, be better served

~i<:

the cause

wer~,

tried in

th~t

other

~o~rt),

It also

of c,uss,ed

,t~e

ad,dltIons, to the hst of prohIbIted grounds

h JunsdlctIon In ArtIcle 3 of the Convention which

ould be made in respect of the new member States.

study group met at the end of October to examine

P~oblems

arising in relation to maritime law. Its report

~Ill ~e

co.nsidered by the main working party at its next

eetIng In December. The legal profession and the

Com

h merCIa Interests concerned have been consulted on

e Convention.

Draft Convention on Bankruptcy, Winding-Up, Arrange–

ments, Compositions and Similar Proceedings

, 11.9. A second draft of this convention is being con–

SIdered by the member States. A panel of experts from

~ember

States held a meeting in Brus')els from 18 to

June 1973. !his meeting had a twofold purpose:

(a) t? consIder comments submitted by the original

SIX member States in relation tonthe draft and

(b) to explain the main provisions of the draft to the

new 'member States.

,D~cuments

explaining the laws of bankruptcy and

~~ndIn~_~p

in this country have been furnished to the

i mmlsslon. A further meeting took place in Brussels

October 1973 and a meeting has been arranged for

. anuary 1974. It is expected that it will be a number of

years before this convention is in final form.

te 11.10. A meeting of a sub-group to revise the English

of the draft convention was held in Brussels on 20

d 21 September 1973. This sub-group made consider–

aIle progress and further meetings will be held to com-

Pete their work.

Draft CQnvention on Private IntematiOlull Law

. 11.11. The work of the committee of

~perts

engaged

Inthh

e armomsIng of the rules of Private International

Law, has resolved itself into the formulation of a series

of preliminary draft conventions the first of which deals

with the law applicable to contractual and non-con–

tractual obligations. This draft was considered at a

meeting held in June 1973 of experts from all the mem–

ber States and will be reconsidered at a later stage in

the light of comments made by the member States.

COMPANY LAW

Approximation of member States' Company Law

10.1. The Second, Third, Fourth and Fifth

draft Directives on Company Law have been under

consideration both at home in consultation with the

various interests involved and in Brussels at meetings

at which we were represented.

10.2. The draft

2nd Directive on Comp'any Law

deals

with measures to maintain the integrity of Company

Capital in the interests of shareholders and third parties

and will contain a provision prescribing minimum

capital. It has not yet been decided whether private

companies will come within the ambit of the directive.

10.3. The draft

3rd Directive on Company Law

concerned with mergers by fusion as distinct from take–

overs and it is intended to make certain information

available about proposed mergers of this kind to

shareholders and employees.

10.4, The draft

4th Directive on Company Law is

concerned with the formal content of the published

accohnts of limited companies and it applies to both

poblic and private companies bnt it is likely that private

companies below a certain size will be exempted from

the disclosure requirement.

10.5. The draft

5th Directive on Company Law

deals

with the management structure of companies. It pro–

poses a three-tier structure comprising a Supervisory

Board, a management board and the General Meeting

of r.hareholders

wen as worker representation in com–

pan;es with more than 500 employees,

10,6. The 5th draft directive offers the following

models as methods of providing this worker representa–

tion:

(a) the members of the Supervisory Board are

nominated by the General Meeting of share–

holders and by the workers. At least one-third

of the members must be nominated by the

workers. The powers of nomination may be given

either directly to the workers or to their

rep~esen

tative.

(b) members of the Supervisory Board may be co–

opted. Participation by shareholders and by

workers is assured by the fact that the General

Meeting of the workers may oppose the

nomination of any candidate proposed. A candi–

date may be opposed on the grounds that he is

unable to fulfil the tasks assigned to him or that

his nomination would damage the balance of

interests represented on the Board as between the

company, the shareholders and the workers. The

validity of such opposition by the shareholders

or by the workers may be referred to an inde–

pendent body established under legislation.

Creation of a European Company Statute

10.7. European Company:

A draft Statute of a

European Company was submitted by the Commission

to the Council in 1970. It provides for the creation of a

company under a law common to the member States

of the Community. Worker participation is also en–

visaged in the Statute. It is not intended that the