The Gazette 1995

GAZETTE

AUGUST/SEPTEMBER 1995

had to say at a conference on the j 1987 Companies (no 2) Bill which j b e c ame the 1 9 90 Companies I Act: he pointed out the Irish j acceptance of every "juggernaut that 1 c omes down the Westminister 1 assembly line". The Law of Private Companies then deals with the formation and I registration of the Company, the consequences of incorporation and circumstances where the separate legal personality is disregarded. It | then deals with the constitutional : documentation of a private company and the capacity and authority o f the company to contract. There is a valuable discourse on pre- incorporation contracts which we in Ireland have had for 25 years longer than our closest neighbour. The book deals comprehensively with matters o f corporate governance - the ; status o f members and directors, the duties o f directors and the concept of | membership. There is an important chapter on the transfer o f shares in | private companies. This is important law given that many disputes in private companies revolve around the transferability or non-transferability o f shares. This leads into shareholder's remedies which are well ! dealt with. I Borrowing and giving of security is | dealt with thoroughly which leads into the enforcement of charges and receiverships through examinerships to winding up. One chapter deserving special mention is that relating to I investigation of private companies. In I view o f our constitution and the I perception that investigations can | constitute quasi-judicial processes, it | is important that this law is thoroughly understood. It is very readable indeed. This book is a magnificent work and j is essential reading for solicitors. I would add also that, unusually for a ! book o f this size, the indexing is I thorough and accurate.

I the "respect and confidence of j. the free peoples o f Europe". The European Court o f Human Rights, the first international court of fundamental rights, its judges and officials deserve our gratitude. ; Four hundred and forty eight | judgments were delivered by | the Court up to the date o f publication o f Dr. B e r g e r 's book. This third volume o f the case law of the Court between 1991 and 1993 illustrates the growing number of judgments of the Court. Summaries in the Court's reasoning. The facts and complaints o f the applicants are I set out together with the legal Í arguments and there is a specific bibliography at the end of | each case. Great credit is due to Dr. Berger, Head o f Division at the Registry of the European Court o f Human Rights, Professor at the College of Europe at I Bruges and Warsaw, encouraged by Mr. Justice Brian Walsh, Judge o f the European Court o f Human J Rights. Praise is appropriate for The o f judgments are set out in the book identifying all the stages Round Hall Press for making this series o f reports available to the world. This series o f reports can be recommended without qualification. It is appropriate that the series is published in Ireland. Sir John Davies wrote in his Discovery of the True Causes why Ireland was never entirely brought under Obedience \ to the Crown of England until the beginning of His Majesty's • [King James the First] Happy Reign:

The Law of Private Companies

By Thomas B. Courtney, Solicitor, assisted by G. Brian Hutchinson, Barrister at Law. Published by Butterworths, Dublin, 1995, lxxix, 916pp, hardback, £65.00. Mr Courtney's The Law of Private Companies c omes at an important point in the development of Irish company law. The book is right up to date and will serve as a timely reminder to participators in the current review o f company law o f the extent and complexity of a law which, arguably, could be kept at a simpler level. Mr Courtney's book recognises that what we consider as company law breaks down effectively into three strands of law, first the law o f the i organisation and management of companies, secondly securities law and finally insolvency law. B y restricting his remit to the private intricacies o f Irish securities law as ; they apply to public companies. (At the most recent count there were fewer than 5 0 0 public companies in Ireland o f which fewer than one third were either listed or had a quote on one o f the subsidiary markets o f the Stock Ex c h a ng e .) j The book therefore concerns itself j with the law applicable to the vast majority o f Irish companies. That said, in the final chapter o f the book there is a very good comparative overview of company law as it affects public companies which is as j thorough as any found in company law textbooks generally. The book can and should therefore be viewed as a comprehensive company law textbook. I The book contains a most readable ; introduction setting the private company in a historical context. It also contains a definitive list of | applicable Irish legislation which reminds one o f what Mr Justice Keane company he has avoided the requirement of explaining the

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" Th e re is no nation o f people under the sun that doth love equal. . . justice better than the Irish, or will rest better satisfied with the execution thereof; although it be against themselves, so as they may have the protection and benefit of the law where upon j u st cause they do desire it."

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What noble words!

Paul Egan.

Dr. Eamonn G. Hall.

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