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GAZETTE
OCTOBER 1978
13.7
The facilities at Blackhall Place are available to members and their families for
receptions and other functions. Already two wedding receptions have been held. In
addition areas other than the Council chamber are available to non-members for other
functions. Bookings should be made through the secretariat, who will supply the rates of
charge upon request.
13.8
I cannot let this report pass without paying a tribute to the work of my
Committee in a historic year for the Society. Especially, I would like to single out the
junior Vice-President, Mrs. Moya Quinlan, who spent many hours over the year working
on the development of the Society's premises.
COMPANY
LAW
COMMITTEE
^ ^ B r l an J. O'Connor
Chairman
Walter Beatty
Anthony E. Collins
Michael G. Dickson
Mary Flnlay
Robert Flynn
Houghton Fry
Michael Irvine
Patrick Kflroy
James CDwyer
Laurence Shields
14.1
The year has been an active one in the field of company law. The Committee
met regularly and concerned itself with:
(a) examination of and comment on draft E.E.C. Directives and submitting observations
thereon to the Department of Industry, Commerce and Energy and the Dáil
Committee on Secondary Legislation;
a review of the Companies Act, 1963;
the Companies (Amendment) Act, 1977, dealing with share transfers and share
certificates;
representation to the Department of Industry, Commerce and Energy regarding the
expeditiQn of work in the Companies Office;
a detailed examination and report (which was given wide publicity in the financial
press) on the Mergers, Takeovers and Monopolies Bill; a number of the points made
by the Committee were subsequently incorporated in the final Mergers, Takeovers
and Monopolies (Control) Act, 1978;
problems which arise with the Companies Office on the valuation of the consideration
for shares for the purposes of companies capital duty; these were satisfactorily
resolved.
(b)
(c)
(d)
(e)
(0
14.2
In the field of E.E.C. Directives the Committee has been considering the
implications of the adoption of the Second Directive (dealing with dividends and share
capital) and the Fourth Directive (dealing with company accounts). Legislation bringing
these into operation must be passed by the end of this year. The main drafting activity
related to the Third Directive on Company Law relating to National Mergers. This
Directive has now been adopted and must be implemented by national law within five
years.
14.3
On the domestic front it had been the hope of the Committee that the
enactment of legislation to implement the Second and Fourth Directives on Company
Law would serve as an opportunity to provide for necessary amendments of the
Companies Acts. Unfortunately, the Minister for State at the office of the Minister for
Industry, Commerce and Energy has indicated that due to pressure of work within the
Department, save for a very limited number of urgent matters, this will not now be
possible.
14.4
The particular attention of all members is drawn to the fact that the Mergers,
Takeovers and Monopolies (Control) Act, 1978, is now law. As yet, it is too early to form
a considered view as to the operation of the Act, which is complicated and ambiguous.
14.5
During the year the Committee recommended to the Finance Committee and to
the E.E.C. Committee that participation in the affairs of the Company Law Committee of
the Commission Consultative would be of practical use to the Committee. It would give
Irish lawyers a source of information on and an opportunity to have an insight into the
drafting of E.E.C. Directives independently of official departments.
14.6
As Chairman, I would like to thank all the Committee members for their work
over the year. In particular, a special word of thanks is due to those Committee members
who, frequently at short notice, participated in discussions in Brussels on the draft
Directives.
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