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Irish law, by agreement between employers and
workers, or by the Courts, before worker represen-
tation would work satisfactorily. Would the repre-
sentatives be untrained or specially trained workers,
or would they be lawyers or accountants appointed
by the workers? How far would workers' representatives
have the right to have their own professional advisers
examine the books of their companies for them? How
far would they be free to report to their fellow em-
ployees or trade union officials? Should worker repre-
sentation in management be introduced without joint
works councils, or only after councils had worked for
a while? Works councils are a much less novel idea
than worker representation on the board. How far
would workers' representatives have a right to insist
on particular matters being discussed by the Super-
visory Board? If these questions were answered before
the legislation to implement the EEC plan was intro-
duced, worker representation would be well on the
way to making a big contribution to labour relations;
if they were not, the legislation would be hard to frame
and difficult to work.
Workers protected in mergers
Another EEC proposal requires directors of a com-
pany planning a merger to give the employees a "de-
tailed report" on the effects of the merger on them,
and the way they are to be treated. The employees
would have a right to be consulted about this, and to
give their views to the shareholders, who decide on the
merger. If the merger is contrary to the employees'
interests, there must be negotiation with management,
and if agreement is not reached, there should be media-
tion by a public authority (such as the Labour Court).
This would all be new in Irish law, because it
recognizes explicitly the legal rights and interests of
employees in the company's affairs. At present Irish
company law allows the interests of workers to be taken
into account only insofar as it is in the interests of the
company and the shareholders to do so. If adopted
the EEC proposal would have to be extended to the
kinds of mergers and take-overs usual here. This would
be a strong stimulus for reforms giving safeguards to
workers in circumstances other than mergers, and for
safeguards for employees of private companies, indus-
trial and provident societies, and partnerships.. The
biggest influence for reform of Irish company law is
now the EEC.
Shareholders rights
Under EEC proposals Supervisory Boards of directors
are designed to look after the interests of shareholders
better than they are likely to themselves. The idea
originated in Germany where shareholders rarely take
an active interest in their companies' affairs. German
law is democratic about workers (worker representa-
tion has existed there for many years) and paternalistic
about shareholders: Irish law is democratic about
shareholders and paternalistic about workers. At present
Irish shareholders have the right to dismiss directors
and, usually, the right to give directors instructions. It
is not clear how far these rights were compatible with
the EEC proposals, which would give these powers to
the directors on the Supervisory Board. In Ireland ajl
the directors would be on first-name terms; it is not
clear whether a director who deserved dismissal would
be more likely to get it from a Supervisory Board or
from the shareholders. Clearly anything that increases
supervision over the executives in a public company,
such as a Supervisory Board, is desirable. The balance
of power would be altered much less if it was made
clear that the powers of direction and dismissal which
would be exercised on behalf of the shareholders, could
also be exercized by them. It is important that share-
holders powers to protect themselves should not he
weakened.
Private companies' accounts
The EEC proposals would cause a major change in
Ireland by requiring private companies' accounts to be
made public. At present it was impossible for an
employee, a creditor or a potential creditor to find
out a private company's financial position if the
company wanted to conceal it. It is therefore im-
possible to find out if 99 per cent of the com-
panies in the country are creditworthy or not. The
publication of these accounts would have many im-
portant effects. Shareholders would be able to compare
*or profitability of their own company with that of
other companies, for the first time, and to complain if
it was low. They could also see whether the directors
of their companies were getting more or less remunera-
tion than those of other companies. Overall this should
tend to increase efficiency and reduce excessive remun-
eration in Irish companies. It would also be likely to
cause a spate of take-overs, as the financial attractions
of private companies would become widely known. It
would also give employees some at least of the infor-
mation they need to gauge the prospects of successful
wage claims. Some companies might change their
character rather than publish their accounts, but when-
private companies in Britain had been required to
publish their account none of the ill-effects that had
been anticipated actually occurred.
Rationalising company law
When the EEC measures are adopted into Irish law,
it would be important that the new principles should
be dovetailed neatly into the existing Irish rules. If
this was not done, there was a danger of Irish law
becoming a patchwork of unrelated rules and remedies,
complicated, difficult to understand, and full of anom-
alies. The adoption of the EEC measures should be
used as a chance to rationalise Irish law, instead of
making it more complicated. This work of rationalisa-
tion would require public discussion. The EEC measures
themselves would leave a good deal of detail to be
filled in by national law, and would leave alternative
courses of action open to national parliaments; all of
this should be worked out in advance. The EEC
measures should improve Irish company law, but only
if they were properly implemented and fully discussed
and understood.
Uniformity not imposed
It was sometimes said, mostly by people who seemed
to be against all change, that the EEC measures were
standardisation for its own sake. This is not so. The
EEC measures were drawn up with much trouble
before Ireland and the U.K. joined. Everyone is reluc-
tant to alter them more than is necessary. But it is
recognised that they involve bigger change for Ireland
and Britain than for the other countries, and that the
proposals may therefore need modification. It is also
understood that the huge number of companies in
Britain (more quoted companies than in the whole of
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