The Gazette 1974

Law, has resolved itself into the formulation of a series of preliminary draft conventions the first of which deals with the law applicable to contractual and non-con– tractual obligations. This draft was considered at a meeting held in June 1973 of experts from all the mem– ber States and will be reconsidered at a later stage in the light of comments made by the member States. COMPANY LAW Approximation of member States' Company Law 10.1. The Second, Third, Fourth and Fifth draft Directives on Company Law have been under consideration both at home in consultation with the various interests involved and in Brussels at meetings at which we were represented. 10.2. The draft 2nd Directive on Comp'any Law deals with measures to maintain the integrity of Company Capital in the interests of shareholders and third parties and will contain a provision prescribing minimum capital. It has not yet been decided whether private companies will come within the ambit of the directive. 10.3. The draft 3rd Directive on Company Law is concerned with mergers by fusion as distinct from take– overs and it is intended to make certain information available about proposed mergers of this kind to shareholders and employees. 10.4, The draft 4th Directive on Company Law is concerned with the formal content of the published accohnts of limited companies and it applies to both poblic and private companies bnt it is likely that private companies below a certain size will be exempted from the disclosure requirement. 10.5. The draft 5th Directive on Company Law deals with the management structure of companies. It pro– poses a three-tier structure comprising a Supervisory Board, a management board and the General Meeting of r.hareholders a~ wen as worker representation in com– pan;es with more than 500 employees, 10,6. The 5th draft directive offers the following models as methods of providing this worker representa– tion: (a) the members of the Supervisory Board are nominated by the General Meeting of share– holders and by the workers. At least one-third of the members must be nominated by the workers. The powers of nomination may be given either directly to the workers or to their rep~esen­ tative. (b) members of the Supervisory Board may be co– opted. Participation by shareholders and by workers is assured by the fact that the General Meeting of the workers may oppose the nomination of any candidate proposed. A candi– date may be opposed on the grounds that he is unable to fulfil the tasks assigned to him or that his nomination would damage the balance of interests represented on the Board as between the company, the shareholders and the workers. The validity of such opposition by the shareholders or by the workers may be referred to an inde– pendent body established under legislation. Creation of a European Company Statute 10.7. European Company: A draft Statute of a European Company was submitted by the Commission to the Council in 1970. It provides for the creation of a company under a law common to the member States of the Community. Worker participation is also en– visaged in the Statute. It is not intended that the

Directives to some of these occupations. The Directives provide in such cases that documentary proof of good repute or of no previous bankruptcy issued by the State of o~i~in shall be accepted by the host member State. ProvIsIon has been made, however, that where a country does not have a system of documentary proofs they ~ay be replaced by a declaration on oath or in certain cIrcumstances by a solemn declaration. Documentary proof~ of this kind are not provided for in this country and It has accordingly been arranged that, for the purposes in question, affidavits of good repute or of non-bankruptcy may be made in this country before notaries public. Convention on Jurisdiction and the Enforcement of Judgment in Civil and Commercial Matters 11.8. The working party, comprising representatives of a~1 the member States, on adjustments to the Con– ventIOn to meet the requirements of the new member ~tates is making good progress and expects to conclude ts wor~ by the end of 1974. Aspects of the Convention ~ealt wIth by the working party so far include clarifica– tIon of the concept of civil and commercial matters; the application of the Convention to judgments for the fayment of maintenance (which would include orders Or ,the payment of maintenance to deserted wives) partIcularly judgments which are incidental to proceed– Ings concerning the status of persons; the relationship b~ ,the Convention to other Conventions; and the possi– Ilhty of t~e Convention taking account of the common aw doctrIne of forum conveniens (under which a Court may decline jurisdiction where there is another equally c~",1pe~ent and more appropriate Court and the ends ?f JustIce would, in the circumstances, be better served ~i<: the cause wer~, tried in th~t other ~o~rt), It also of c,uss,ed ,t~e ad,dltIons, to the hst of prohIbIted grounds h JunsdlctIon In ArtIcle 3 of the Convention which ~ ould be made in respect of the new member States. study group met at the end of October to examine P~oblems arising in relation to maritime law. Its report ~Ill ~e co.nsidered by the main working party at its next eetIng In December. The legal profession and the Com ' I' h merCIa Interests concerned have been consulted on t e Convention. Draft Convention on Bankruptcy, Winding-Up, Arrange– ments, Compositions and Similar Proceedings , 11.9. A second draft of this convention is being con– SIdered by the member States. A panel of experts from ~ember States held a meeting in Brus')els from 18 to June 1973. !his meeting had a twofold purpose: (a) t? consIder comments submitted by the original SIX member States in relation tonthe draft and (b) to explain the main provisions of the draft to the new 'member States. ,D~cuments explaining the laws of bankruptcy and ~~ndIn~_~p in this country have been furnished to the i mmlsslon. A further meeting took place in Brussels f October 1973 and a meeting has been arranged for . anuary 1974. It is expected that it will be a number of years before this convention is in final form. te 11.10. A meeting of a sub-group to revise the English Xt of the draft convention was held in Brussels on 20 a b d 21 September 1973. This sub-group made consider– aIle progress and further meetings will be held to com- Pete their work. ' Draft CQnvention on Private IntematiOlull Law . 11.11. The work of the committee of ~perts engaged Inthh .. " e armomsIng of the rules of Private International 15