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GAZETTE
SEPTEMBER1985
Book Reviews
Company Law in the Republic of Ireland,
Mr. Justice
Ronan Keane, Butterworth's London, 1985. xxiv, 350
£29.50.
This work is at the time of reviewing the definitive
practitioner's book on Irish company law, and is both in
content, presentation and style excellent. No Irish lawyer
or accountant can afford to be without it. The subject
now is firmly based, its four walls defined and its various
partitions clearly marked off. The author must derive
satisfaction from having arrived at a quarry (or mine-
field) and left an intellectual edifice. In layout, sub-
stance and intellectual approach this work is admirable.
I make no apology for stressing the point about lay-
out, since lawyers, who are professionally wedded to
reference books, will be well aware of the frustration of
having to search through deficient indices and mislead-
ing contents pages for guidance. Four examples will suf-
fice.
First, the table of contents is nine pages long, and the
reader is able to appreciate from a perusal of the table
of contents what precisely is contained in each chapter.
It is very frustrating to see a one page table of contents:
since that does not reveal the breakdown of the chapter
contents. The table of contents too uses terms familiar
to company lawyers. This again is not always the case.
Second, Keane's book is divided into thirty-five chap-
ters arranged in eight parts: Introduction, Formation,
Corporate Personality, Capital, Borrowing, Member-
ship, Administration, and Winding-Up. The divisions
are readily comprehensible, logically justifiable, and
useful to those familiar with standard English textbooks.
It is thus easy to either read a particular section, or to refer
to a specific point, without having to fight through an
off-putting and idiosyncratic system of arrangement.
Third, the index to Keane's book is helpful and com-
petently-produced, as is generally the case with text-
books from this publisher.
Fourth, one of the particularly pleasing features of
the work is that the relevant footnotes follow each short
numbered section into which the chapters are divided. I
hope that this system will be adopted by other text
books in future: it is a great improvement on the usual
alternative, split pages of text and footnote.
Turning now to the substantive treatment of the law,
the achievement of this book is to present a picture of
company law in Ireland as a distinct entity, or body of
law and practice. This is no re-writing of an English text
book with Irish cases thrown in; no mere Irish supple-
ment to Palmer.
The author, in making a tacit and unobtrusive case
for the existence of company law in Ireland as a study of
its own, does not disguise the fact that much of the legis-
lation is modelled on that of England, nor that our case-
law is influenced by precedents drawn from other juris-
dictions; but is constantly able by specific example to
explain what is characteristic of Irish company law, and
the direction which case-law has taken in this jurisdiction.
The manner of his treatment of the subject is impres-
sive. The exposition of the subject is so clear as to pro-
vide the absolute beginner wih a guide, and the seasoned
practitioner with answers to the most recondite questions
of law and practice.
The only fault of his approach may be that sometimes
he oversimplifies the points of divergence between dif-
ferent commentators. Connected with this, though per-
haps a different point, the student who wishes to take a
point further may be lost by the absence of full reference
to the periodical literature. Thus, for example, on p. 167
Keane wriles:-
"Thcrc has been considerable discussion as to whether the float-
ing charge is a form of security which takes immediate effect but
allows the borrower to continue using the assets captured by it until
crystallisation; or whether it is a mortgage of future assets which is
of no legal effect until crystallisation. The comments in the earlier
English decisions tended to favour the first view, but in more
recent times the preference appears to have been for the second".
The references given are to an article by Pennington
published in 1960, and to Gough on
Company
Charges.
I found these references insufficient to chase up the
most recent work on this particular point. In general, I
found a marked absence of systematic reference to
academic commentary; and am constrained to deprecate
this, not (contrary to what the cynical reader of this
journal may wish to infer) because of my being an
academic, but because the development of an Irish liter-
ature on company law by academic writers is self-
evidently important for practitioners. The book under
review is itself testimony to this point.
Although the author is a High Court Judge, the
caution and discretion one might expect from the holder
of such an office is more evident in the carefulness of his
writing and the consideration underlying his prognost-
ications than in any pusillanimous avoidance of contro-
versy.
He does not shrink from anticipating how a particular
conflict in foreign case-law may be resolved by an Irish
court in the future. When - and this must be something
of a problem for the author - in his view, a judge has
erred, (even an Irish judge), he does not mince his
words, but says so.
Admittedly, there still remains a problem which a
judge, writing extra-judicially, can never solve; one or
two of the learned author's own judgements have been
critically received by academic writers - notably
Northern Bank Finance Corporation
-v-
Quinn & Achates
Investment Co.
(8th Nov. 1979);
re Greenore Trading
Co. Ltd.
(28th March 1980) see the notes on p. 76 and
79 respectively of the
Dublin University Law Journal
for
1981. Now I am not suggesting that it is incumbent on a
judicial author who writes extra-judicially to criticise his own
decisions, but I do feel entitled to say that in a small
jurisdiction like Ireland, where relatively few judges are
assigned to Company work, and one of these judges is
also the author of the leading text-book, a problem does
arise! In fact, in this work, the problem is a minor one
limited to at most a couple of cases.
This book deals principally with the areas of company
law important to the ordinary practitioner dealing with
private companies. That is not to say that p.l.c.s or
publicly quoted companies are not dealt with; but
there is a welcome bias in favour of the sort of
problem which the vast majority of readers of this
journal will be concerned.
Within this confine, some areas are more fullv dealt
with than others.
Thus for example, I found Parts Five, (borrowing)
Six (membership) and Seven (the administration of the
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