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(b) by 1 July 1975 on the draft Third Directive con-
cerning mergers between public limited liability
companies; and
(cj by 1 January 1976 on the draft Fourth Directive
which deals with the annual accounts of limited
liability companies.
'Die Resolution also provides that the Council will
begin its examination of the draft statute for a European
Company as soon as the Commission has submitted its
revised proposal which will take into account the opin-
ions of the European Parliament and of the Economic
and Social Committee. Examination of the draft Fifth
Directive which deals with the structure of public
limited companies will also begin as soon as the opinions
of the European Parliament and of the Economic and
Social Committee are given.
10.2. The Commission has proposed a revision of
the text of the draft Fourth Directive to take into
consideration the opinions of the European Parliament,
of the Economic and Social Committee and of the
EEC Accountants' Study Croup and also to take into
account the legislation of the new Member States. The
revised draft Directive has not yet been the subject of
discussions between the Member States.
10.3. The Joint Committee of the Houses of the
Oireachtas on the Secondary Legislation of the Euro-
pean Communities has examined the European Com-
munities (Companies) Regulations, 1973, and has re-
ported thereon to both Houses (
Second Report of the
Joint Committee
on the Secondary Legislation of the
European
Communities,
Prl. 3841). The regulations
were made by the Minister for Industry and Commerce
under the European Communities Act, 1972. to give
effect to the First Directive on Company Law—Direc-
tive 68/151 of 9 March 1968 (OJ No. L65, 14 March
1968). The regulations which came into effect on 1 July
1973 are described in paragraph 10.1 of the Second
Report.
10.4. In its Report the Joint Committee comments
and makes recommendations on the following aspects
of the regulations :
(a) the provisions relating to the publication in
Iris
Oifigiuil
of certain registered documents and parti-
culars and to the circumstances under which a
company may not rely on certain documents and
particulars against any other person;
(b) the provisions concerning the notification to the
Registrar of Companies of alterations to the
Memorandum and Articles of Association;
(c) the
ultra vires
rule which provides that a person
dealing with a company in good faith is not pre-
judiced by the fact that the Board of Directors
or other persons authorised to bind the company
acted
ultra vires
their powers as imposed by the
Memorandum and Articles of Association or other-
wise; and
(d) the penalty clause which provides that in the case
of failure to comply with certain regulations the
company and every officer of the company who is
in default shall be liable to a fine not exceeding
£100.
The Joint Committee has also recommended the incor-
poration into the regulation of the text of Directive
68/151.
10.5. The Department of Industry and Commerce
is at present examining the Report.
10.6. Fhe Joint Committee is examining the general
question of the incorporation of Community acts into
those Irish instruments which implement them and
hopes to make detailed recommendations to the Houses
of the Oireachtas in a future Report.
Convention on Jurisdiction and the Enforcement of
Judgments in Civil and Commercial Matters
11.24. The Convention on Jurisdiction and the
Enforcement of Judgements in Civil and Commercial
Matters was drawn up by the original Member States
in pursuance of the provisions of Article 220 of the EEC
Treaty which requires Member States to enter into
negotiations with each other with a view to securing
for the benefit of their nationals the simplification of
formalities governing the reciprocal recognition and
enforcement of judgements of Courts or Tribunals. The
general object of the Convention is the free circulation
of civil and commercial judgements throughout the
Community.
11.25. Under the terms of the Accession Treaty the
new Member States undertook to accede to the Conven-
tion and to the Protocol on its interpretation by the
European Court of Justice, subject to any necessary
adjustments to be negotiated.
11.26. A working party of representatives of all the
Member States is considering the adjustments which
may be necessary to the Convention to meet the require-
ments of the new Member States. During the period
under review the working party held two meetings, one
in December 1973 and the other in March of this year.
The matters dealt with included the formulation of
rules of jurisdiction relating to insurance matters, the
adaptation of the provisions dealing with recognition
and enforcement of judgements and the question of the
relationship of the Convention with Conventions gov-
erning special matters (Article 57 of the Convention).
As regards maritime matters, the approach of the Irish
delegation throughout these talks has been to try to
preserve the existing admiralty jurisdiction of our
Courts. The draft rules of jurisdiction which have been
formulated substantially meet our requirements. A sub-
committee is being established to study the insurance
aspects and to report to the main working party. Draft
adaptations to the recognition and enforcement provi-
sions of the Convention and to Article 57 have been
agreed in principle. The working party will hold its
next meeting in July when it will examine
inter alia
the question of jurisdiction in relation to Trusts and
jurisdiction by consent. The legal profession and the
other interests concerned continue to be consulted on
the Convention.
Draft Convention on Bankruptcy, Winding-up,
Arrangements, Compositions, Similar Proceedings
11.27. A second draft of this Convention is being
considered by the Member States. The purpose of the
draft Convention is to provide for one bankruptcy or
winding-up in the Community which will be recognised
and effective in all the Member States. It deals with the
bankruptcy of individuals, the winding-up of com-
panies and the administration of insolvent estates of
deceased persons. Proceedings in respect of insurance
undertakings and certain other undertakings (such as
building societies) to be designated by the Contracting
States are to be excluded. A panel of experts from
Member States met in Brussels in January, March and
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