The Gazette 1974

(b) by 1 July 1975 on the draft Third Directive con- cerning mergers between public limited liability companies; and (cj by 1 January 1976 on the draft Fourth Directive which deals with the annual accounts of limited liability companies. 'Die Resolution also provides that the Council will begin its examination of the draft statute for a European Company as soon as the Commission has submitted its revised proposal which will take into account the opin- ions of the European Parliament and of the Economic and Social Committee. Examination of the draft Fifth Directive which deals with the structure of public limited companies will also begin as soon as the opinions of the European Parliament and of the Economic and Social Committee are given. 10.2. The Commission has proposed a revision of the text of the draft Fourth Directive to take into consideration the opinions of the European Parliament, of the Economic and Social Committee and of the EEC Accountants' Study Croup and also to take into account the legislation of the new Member States. The revised draft Directive has not yet been the subject of discussions between the Member States. 10.3. The Joint Committee of the Houses of the Oireachtas on the Secondary Legislation of the Euro- pean Communities has examined the European Com- munities (Companies) Regulations, 1973, and has re- ported thereon to both Houses ( Second Report of the Joint Committee on the Secondary Legislation of the European Communities, Prl. 3841). The regulations were made by the Minister for Industry and Commerce under the European Communities Act, 1972. to give effect to the First Directive on Company Law—Direc- tive 68/151 of 9 March 1968 (OJ No. L65, 14 March 1968). The regulations which came into effect on 1 July 1973 are described in paragraph 10.1 of the Second Report. 10.4. In its Report the Joint Committee comments and makes recommendations on the following aspects of the regulations : (a) the provisions relating to the publication in Iris Oifigiuil of certain registered documents and parti- culars and to the circumstances under which a company may not rely on certain documents and particulars against any other person; (b) the provisions concerning the notification to the Registrar of Companies of alterations to the Memorandum and Articles of Association; (c) the ultra vires rule which provides that a person dealing with a company in good faith is not pre- judiced by the fact that the Board of Directors or other persons authorised to bind the company acted ultra vires their powers as imposed by the Memorandum and Articles of Association or other- wise; and (d) the penalty clause which provides that in the case of failure to comply with certain regulations the company and every officer of the company who is in default shall be liable to a fine not exceeding £100. The Joint Committee has also recommended the incor- poration into the regulation of the text of Directive 68/151. 10.5. The Department of Industry and Commerce is at present examining the Report.

10.6. Fhe Joint Committee is examining the general question of the incorporation of Community acts into those Irish instruments which implement them and hopes to make detailed recommendations to the Houses of the Oireachtas in a future Report. Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters 11.24. The Convention on Jurisdiction and the Enforcement of Judgements in Civil and Commercial Matters was drawn up by the original Member States in pursuance of the provisions of Article 220 of the EEC Treaty which requires Member States to enter into negotiations with each other with a view to securing for the benefit of their nationals the simplification of formalities governing the reciprocal recognition and enforcement of judgements of Courts or Tribunals. The general object of the Convention is the free circulation of civil and commercial judgements throughout the Community. 11.25. Under the terms of the Accession Treaty the new Member States undertook to accede to the Conven- tion and to the Protocol on its interpretation by the European Court of Justice, subject to any necessary adjustments to be negotiated. 11.26. A working party of representatives of all the Member States is considering the adjustments which may be necessary to the Convention to meet the require- ments of the new Member States. During the period under review the working party held two meetings, one in December 1973 and the other in March of this year. The matters dealt with included the formulation of rules of jurisdiction relating to insurance matters, the adaptation of the provisions dealing with recognition and enforcement of judgements and the question of the relationship of the Convention with Conventions gov- erning special matters (Article 57 of the Convention). As regards maritime matters, the approach of the Irish delegation throughout these talks has been to try to preserve the existing admiralty jurisdiction of our Courts. The draft rules of jurisdiction which have been formulated substantially meet our requirements. A sub- committee is being established to study the insurance aspects and to report to the main working party. Draft adaptations to the recognition and enforcement provi- sions of the Convention and to Article 57 have been agreed in principle. The working party will hold its next meeting in July when it will examine inter alia the question of jurisdiction in relation to Trusts and jurisdiction by consent. The legal profession and the other interests concerned continue to be consulted on the Convention. Draft Convention on Bankruptcy, Winding-up, Arrangements, Compositions, Similar Proceedings 11.27. A second draft of this Convention is being considered by the Member States. The purpose of the draft Convention is to provide for one bankruptcy or winding-up in the Community which will be recognised and effective in all the Member States. It deals with the bankruptcy of individuals, the winding-up of com- panies and the administration of insolvent estates of deceased persons. Proceedings in respect of insurance undertakings and certain other undertakings (such as building societies) to be designated by the Contracting States are to be excluded. A panel of experts from Member States met in Brussels in January, March and 203