The Gazette 1978

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.

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 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. 167 14.2

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