The Gazette 1975

its product might be a case in point. But any distinc- tions between valid and invalid directions is, as Ta b le A stands, merely arbitrary, not being based on any consistent principle. This is undesirable and was ob- viously unforseen by the draftsman. In view of the doubts surrounding the present article 80 and the possibility that such doubts might in an appropriate case have to be expensively resolved by litigation, it would be advisable for persons concerned with the formation of companies who desire both relative certainty and the merits of the bulk of Table A to avoid it. Th ey can adopt either the old form which notwithstanding inelegancies in its d r a f t sma n- ship has the advantage of the Courts having clearly worked out the division of functions under it, or, better still, the present form with the latter part covering "directions" excised. Anyone who wants a shareholder democracy had better devise a whole new Table A.

reef upon which the shareholders' democracy envisaged by Mr. Temp le La ng finally founders. Ma ny business decisions at first sight within the ambit of an article 80 clircr'.ion would in fact fall outside it by reason of the operation of other articles. Say for example the general meeting wants to d'rect the directors to do something involving the expenditure of the company's resources, e.g to diversify its operations or spend more on adver- tising or whatever. Money for the pet project has to come from somewhere, and whether the source be allo- cation of reserves of profit, borrowing, or the raising of fresh share capital, one finds that control is given by other articles to the directors with the result that the direction will necessarily interfere with the discretions so given. Perhaps the general meeting may direct the directors in some areas without trespassing upon their preserves. Directing the destination of newly raised capital and

Insurance problem /olver/

Coyle Hamilton, through specialised com- panies, provides the complete range of insurance services from a single source. W e specialise in industrial and c omme r- cial i n s u r a n c e; offer risk ma n a g eme nt and valuation services. Life and Pensions; International Insurance; Bloodstock; Re- insurance; Regional services and tailor- ma de services for the smaller business- man — all are provided. With Coyle Hamilton you get the best of both worlds — personal service by expert executives, backed by the resources of a big professional organisation.

M COYLE HAMILTON Coyle Hamilton Hamilton Phillips Group, Incorporated Insurance Brokers, Phoenix House, Slh. Leinsler SI., Dublin 2. Telephone 687211.

.304