asked the Minister for Industry, Trade, Commerce and Tourism when it is proposed to introduce legislation to deal with continuing difficulties attached to limited liability in company law.
Ceisteanna—Questions. Oral Answers. - Company Law.
6.
The Bill, aimed at eliminating the abuse of limited liability and general malpractice in the activities of companies, which has been fully prepared in my Department, is complex. I have completed a thorough examination of the proposals and will be seeking Government approval within the next few weeks for drafting by the parliamentary draftsman.
I am making strenuous efforts to ensure that it is introduced as early as possible.
Is the Minister aware that this legislation has been promised for two years and that his predecessor in office is already on the record of this House, and has made public statements outside the House, saying the very same thing as the Minister now says, that it is almost ready in the Department? Is it not true that it has not yet been drafted?
No, that is not the case. What my predecessor said is correct. My predecessor had brought this Bill to a very high state of preparation. Since taking office I have been examining this Bill carefully in the light of a number of questions one of which is the incorporation of a certain new method which arises from the publication of the Cork report in the UK which brings forward quite a number of suggestions in regard to malpractice which I think will be useful to incorporate in this Bill, and this was another aspect. However, I am glad to say that the question of these matters is now completed and I expect that the Government will be considering this matter within the next week or two with a view to making a decision.
Is it not true that the Cork report to which the Minister referred was already in the Department before his predecessor stated that the legislation was already prepared? Is it not true also that major changes have taken place in the drafting of this legislation since he took over the office as Minister and that a complete turn-around is taking place in this legislation because of certain matters that Deputy Cluskey would not and will not agree with?
I cannot comment on when the Cork report arrived in the Department. However, it is appropriate that in matters of this kind — seeing that we do not introduce major company Bills very often; the last one of a comprehensive kind was introduced in 1963 — we should act on the most up-to-date suggestions as far as is compatible with our wishes. There is no question of it being a complete turn-around. This was natural as is the case in the course of the passage of any Bill, quite apart from internal considerations in the Department and certain matters examined in the light of the particular question. At this stage, in any event, all of this is to be approved by the Government and it would be premature to say what might or might not be proposed until such time as the Government have made their decision.
Will the Minister not agree that I had in fact completed that Bill and circulated it to all Departments before I left office?
As I indicated in reply to the first question asked by Deputy Flynn, the Deputy, as Minister for Trade, Commerce and Tourism, had completed the Bill in the obvious areas. There is no question about that.
If the Minister will check through the records he will recollect that Deputy Cluskey as long ago as February last year indicated that he had reached that stage in the year previous. Is the Minister saying that he will have approval from the Government? We seem to be going backwards and forwards.
No.
When the Minister is making proposals will they include any protection for creditors, workers, shareholders in the case of some company liquidations? The Minister will be aware that company liquidations are running even 80 above the rate of last year, the majority due to the terrible economic conditions, but the small minority are using the concept of limited liability to defraud creditors.
I am very hesitant to interrupt the Deputy but I must put it to him that when it is a question of a Bill or legislation coming before the House it is quite unreasonable to discuss what will or should be in it.
I should like to know the Minister's proposals to give protection to customers, the workforce and creditors in respect of promotors who, in some instances, may have defrauded all those through liquidation. What proposals are there to ensure that there will be a period during which such promoters will not be allowed to surface in another company? I accept that such people are in a minority but this is a very serious question. Has the Minister any comment to make on that serious matter?
I cannot allow the Minister to make any comment. I am very sorry about that.
This is central to the whole question.
It may be, but it will be very relevant when the Bill comes before the House.
The Minister has been considering this for over two years although his predecessor had made arrangements about it.
I am sorry but I cannot allow the Deputy to continue.
I should like to ask the Minister if he will ensure that this important issue is included in the provisions of his Bill.
Yes.
7.
asked the Minister for Industry, Trade, Commerce and Tourism when he proposes to introduce legislation to implement the fourth EC directive on company law.
I hope to be able to circulate the appropriate Bill to Deputies during this session.
May I take it that the Minister will be circulating the Bill dealing with limited liability in this session also?
We have dealt with that question.
Would the Minister like to say "yes" to my question? With regard to the fourth EC directive will the Minister tell the House how many EC countries have not introduced domestic legislation to deal with this matter?
Four.
Will the Minister indicate if he has received any notification of recent date from the European Commission to the effect that they will be before the European Court again this year if they do not have this matter dealt with this session?
The position is that the European Commission sent a reasoned opinion to Ireland on 22 June 1984, pursuant to Article 169 of the Treaty, requesting Ireland to take the measures necessary to comply with the directive. That procedure is part of the preliminary stages of taking a member state to the European Court of Justice. Ireland replied on 21 August to the reasoned opinion indicating that it was hoped to have a Bill in the national Parliament in the autumn, 1984, session.