The Gazette 1995

GAZETTE

AUGUST/SEPTEMBER 1995

I the "respect and confidence of

the free peoples o f Europe". The

European Court o f Human Rights,

the first international court of

fundamental rights, its judges

and officials deserve our gratitude.

; Four hundred and forty eight

| judgments were delivered by

| the Court up to the date o f publication

o f Dr. B e r g e r 's book.

This third volume o f the case law of

the Court between 1991 and 1993

illustrates the growing number of

judgments of the Court. Summaries

o f judgments are set out in the

book identifying all the stages

in the Court's reasoning. The facts

and complaints o f the applicants are

I set out together with the legal

Í arguments and there is a

specific bibliography at the end of

| each case.

Great credit is due to Dr. Berger,

Head o f Division at the Registry of

the European Court o f Human Rights,

Professor at the College of Europe at

I Bruges and Warsaw, encouraged by

Mr. Justice Brian Walsh, Judge

o f the European Court o f Human

J Rights. Praise is appropriate for The

Round Hall Press for making this

series o f reports available to the

world. This series o f reports

can be recommended without

qualification.

It is appropriate that the series is

published in Ireland. Sir John Davies

wrote in his

Discovery of the True

Causes why Ireland was never

entirely brought under Obedience

\ to the Crown of England until the

beginning of His Majesty's

• [King James the First] Happy Reign:

" Th e re is no nation o f people under

the sun that doth love equal. . .

justice better than the Irish, or will

rest better satisfied with the

execution thereof; although it be

against themselves, so as they may

have the protection and benefit of

the law where upon j u st cause they

do desire it."

What noble words!

Dr. Eamonn G. Hall.

The Law of Private

Companies

By Thomas B. Courtney, Solicitor,

assisted by G. Brian Hutchinson,

Barrister at Law. Published by

Butterworths, Dublin, 1995, lxxix,

916pp, hardback, £65.00.

Mr Courtney's

The Law of Private

Companies

c omes at an important

point in the development of Irish

company law. The book is right up to

date and will serve as a timely

reminder to participators in the current

review o f company law o f the extent

and complexity of a law which,

arguably, could be kept at a

simpler level.

Mr Courtney's book recognises that

what we consider as company law

breaks down effectively into three

strands of law, first the law o f the

i organisation and management of

companies, secondly securities law

and finally insolvency law. B y

restricting his remit to the private

company he has avoided the

requirement of explaining the

intricacies o f Irish securities law as

; they apply to public companies. (At

the most recent count there were

fewer than 5 0 0 public companies in

Ireland o f which fewer than one third

were either listed or had a quote on

one o f the subsidiary markets o f the

Stock Ex c h a ng e .)

j The book therefore concerns itself

with the law applicable to the vast

majority o f Irish companies. That

said, in the final chapter o f the book

there is a very good comparative

overview of company law as it affects

public companies which is as

thorough as any found in company

law textbooks generally. The book

can and should therefore be viewed

as a comprehensive company

law textbook.

I The book contains a most readable

; introduction setting the private

company in a historical context. It

also contains a definitive list of

| applicable Irish legislation which

reminds one o f what Mr Justice Keane

had to say at a conference on the

j 1987 Companies (no 2) Bill which

j b e c ame the 1 9 90 Companies

I Act: he pointed out the Irish

j acceptance of every "juggernaut that

c omes down the Westminister

assembly line".

The Law of Private Companies

then

deals with the formation and

I registration of the Company, the

consequences of incorporation and

circumstances where the separate

legal personality is disregarded. It

| then deals with the constitutional

: documentation of a private company

and the capacity and authority o f the

company to contract. There is a

valuable discourse on pre-

incorporation contracts which we in

Ireland have had for 25 years longer

than our closest neighbour.

The book deals comprehensively with

matters o f corporate governance - the

; status o f members and directors, the

duties o f directors and the concept of

| membership. There is an important

chapter on the transfer o f shares in

| private companies. This is important

law given that many disputes in

private companies revolve around the

transferability or non-transferability

o f shares. This leads into

shareholder's remedies which are well

! dealt with.

I Borrowing and giving of security is

| dealt with thoroughly which leads into

the enforcement of charges and

receiverships through examinerships

to winding up.

One chapter deserving special

mention is that relating to

I investigation of private companies. In

I view o f our constitution and the

I perception that investigations can

| constitute quasi-judicial processes, it

| is important that this law is

thoroughly understood. It is very

readable indeed.

This book is a magnificent work and

j is essential reading for solicitors. I

would add also that, unusually for a

! book o f this size, the indexing is

I thorough and accurate.

Paul Egan.

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