The Gazette 1990

SEPTEMBER 1990

GAZETTE

of Part III A of Volume 1. Perhaps it is as well that, for the present at least, Irish lawyers advising on purely indigenous subject-matter are spared having to grapple with these complexities. Parts I (Economic and Legal Background) and II (Forms and Mechanics of Take-Overs) of the first volume are particularly attract- ive and beneficial features of the work. The writer recalls deriving similar benefit as an undergraduate from Professor Gower's chapters on the History of English Company Law and on the Future of Company Law - see Principles of Modern Company Law, 4th ed, 1979, pp 22-95. In some quarters such material is scoffed at as being unduly historic and academic. It is submitted that, on the contrary, such material is not merely illu- minating and instructive but it is an invaluable didactic tool which en- ables the reader to engage in an informed and appreciative study of the modern textual commentary. Long may the enlightened authors and publisher of the present work and of Gower retain this material. Irish readers will not need reminding that the Monopolies, Mergers and Take-Overs (Control) Act 1978 bears no resemblance to the legislation governing the (UK) Monopolies and Mergers Commis- sion. Nevertheless, some textbook guidance in Ireland to the Irish statute would be welcome. If Irish lawyers may derive con- solation at not having to address themselves to the modern UK legislation when dealing with wholly indigenous mergers and take-overs, they will be acutely aware of the ever increasing inci- dence of transborder commercial alliances and of rapid economic integration within the EC. More- over, because the Stock Exchange - Irish is part of the International Stock Exchange in London many of the regulatory matters (including particularly the Yellow Book) ex- pounded in the present work will be of considerable value to the Irish reader. A chapter is promised (in a later release) on merger legislation in the EC. This material has presumably been withheld (wisely) so as to allow consideration of the recently agreed Merger Control Directive which had been deliberated for years in Brussels. The same

including UKstatutes, EC materials, extracts from the City Code on Take-Overs and Mergers and the Substantial Acquisitions Rules issued on the authority of the Take- Overs Panel. The same volume also sets out extracts from the Yellow Book and some accounting mat- erials including relevant Statements of Standard Accounting Practice. There is a comprehensive index to the work. The objects of the book are stated to be:- (i) to provide for practitioners a detailed and systematic book of reference on the law and practice relating to take-overs and mergers, and (i i) to present a readable account of the subject for the many others, particularly company directors, financial commenta- tors, investment analysts, stockbrokers and sharehold- ers, who come into contact with or have an interest in take-overs and mergers. While the work is not light reading in a general sense for someone who would come cold to it, the book succeeds admirably in achieving its stated objects and in maintaining the tradition of previous editions in setting forth an admirably lucid exposition of a fas- cinating but difficult and complex topic. The complexity of the topic has been heightened considerably by the UK legislative flow during the 1980s: major items commanding consideration have included the Companies Act 1985, the Com- panies Securities (Insider Dealing) Act 1985, the Insolvency Act 1986 and fiscal legislation. But towering over all these is the Financial Services Act 1986 and the range of measures and institutions that take their place on foot of it; resulting from the Government implementa- tion of the Report of Professor LCB (Jim) Gower, this massive Act must surely be one of the most complex ever to reach a statute book in any Common Law jurisdiction. The dif- ficulties encountered by well- briefed Ministers in guiding the measure through Parliament gave some comfort to the writer of this notice as he attempted to compre- hend some of the aspects of the Act. This and the other recent measures enumerated above are elucidated admirably in Chapter 1

BOOK REVIEWS

WE I NBERG AND BLANK ON TAKE -OVER AND MERGERS [Fifth Ed. f by L. Rabinowitz, Sweet & Maxwell, London, 1989. 2 volumes, loose leaf UK £175.00] This established practitioner's bible has made a welcome reappear- ance, the first new edition since 1979. The fifth edition is under the editorial hand of Laurence Rabinowitz, of the Middle Temple, Barrister, and is the first in which Sir Mark Weinberg has not partici- pated. The principal focus of the book is on bids for public companies resident in the United Kingdom. Thus, in common with other English textbooks, the Irish reader must tread warily. The need for caution in the light of legislative differences between the two juris- dictions is infinitely greater now than when the fourth edition was published because there has been a veritable plethora of major British statutes (most of them not parallelled in Ireland) over the inter- vening decade. The same legisla- tive outpouring rendered imperative for English readers the publication of the present edition. In line with other major text- books which treat of rapidly chang- ing subject-matter, the present work appears in loose-leaf format, but divided in two volumes. The first volume contains the treatise proper. The second volume is the repository of primary materials

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