The Gazette 1991

DECEMBER 1991

GAZETTE

Solicitors Bill Dominates AGM (Cont'd from page 418) had not seen the light of day. Maurice Curran also pointed out that many of the provisions of the Bill were merely enabling pro- visions. It had been thirty years since the last piece of legislation dealing with the profession had been enacted; the Society had sought a number of flexible pro- visions that would give the Society freedom to deal with developments in the future as required. At the meeting there was general support for the idea of holding a special annual general meeting to deal in more detail with the views of members of the profession on the Bill. The Council of the Law Society at its meeting the following day, decided to stage a special AGM on Tuesday, 3 December, 1991, which was due to take place as this issue of the Gazette went to press. •

Financial institutions and their advisers are at liberty to seek whatever certificates they deem appropriate for their protection. However, such certificates should not be given by solicitors unless they have a clear understanding of the application of Sections 31 - 40 of the Companies Act, 1990 and have direct access to the share registers of the appropriate companies. Accordingly, extreme cáution should be exercised in giving such certificates. Solicitors should be aware that should they give such an unqualified certificate and it transpires t hat there was a connection resulting in a breach of Section 31, thereby rendering the transaction voidable, the solicitor giving the certificate could be personally liable to make good to the financial institution the total sum involved.

Certificates 1. [IT IS HEREBY CERTIFIED for the purposes of Section 29 of the Companies Act, 1990 that the transaction hereby effected has been approved by a resolution passed (at an Extraordinary General Meeting of the members of [A/B being the holding company of A]) or (as a written resolution of the members of [A/f3 being the holding company of A]) OR 2. [IT IS HEREBY CERTIFIED for the purposes of Section 29 of the Companies Act, 1990 that the [vendor/purchaser] is not a director or a person connected with a director of A or its holding company] OR 3. [IT IS HEREBY CERTIFIED for the purposes of section 29 of the Companies Act, 1990 that the vendor and the purchaser are not bodies corporate connected with one another in a manner wh i ch wou ld require this transaction to be ratified by resolution of either] Conveyancing Committee In making financial facilities available to customers certain financial institutions have adopted a practice of requesting the customer's solicitor to provide an unqualified certificate that Section 31 of the Companies Act, 1990 has been complied with. The Company and Commercial Law Committee of the Law Society recommend that such certificates be given by solicitors only where they are absolutely certain as to the nature of the inter-company shareholding and that the effect of such shareholding does not result in a breach of Section 31. For example, amongst other things, the solicitor should be absolutely certain that neither company is a shadow director of the other. Company Guarantees Section 31 Certificates

Company Law Committee •

Mayo Bar Association Dinner

At a dinner of the Mayo Bar Association to honour Joseph M. King, Michael J. Egan and Moya O'Connor, all of whom qualified over 50 years ago were: seated left to right— Judge John Garavan, Michael J. Egan, solicitor, Moya O'Connor, solicitor, Donai Binchy, then President of the Law Society, Joseph M. King, solicitor. Judge John Cassidy. Standing left to right— Judge Patrick Brennan, Patrick U. Murphy, County Registrar, Bernard Daly, Retired County Registrar, Patrick Moran, President of the Mayo Solicitor's Bar Association, Noel Ryan, Director Genera/ of the Law Society, Judge Jariath Ruane.

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