Vol. 384 No. 2
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which provide that those who are prosecuted for a company law offence may be liable to pay the expenses and incidental costs of the investigation by an inspector which led to a prosecution for the offence in question.
140.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which allow the relevant Minister to seek powers to investigate the ownership of a company and of individual share-holdings therein; and if he is free to do so in the public interest or in more confined circumstances only.
141.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which place limits on the granting of loans to directors of companies, by companies of which they are a director.
143.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the countries which have prohibitions on insider dealing and include within the concept of insider dealing the use of information received directly or indirectly from another person who might have been in an insider position.
144.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which provide for specially large intitial equity provisions in respect of new companies established where one of the directors was previously the director of an insolvent company.
145.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which have provisions for personal liability for the debts of companies where it is considered that the company engaged in reckless trading or similar trading practice.
146.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which have provisions, similar to the US Chapter 11 provisions, for placing companies under court protection while undergoing reconstruction.
I propose to take Questions Nos. 139, 140, 141, 143, 144, 145 and 146 together.
The question of harmonising company law at EC level is a matter for the Commission of the European Communities, which has promoted a number of Directives in this field.
Of the specific matters raised by the Deputy, the only one which is the subject of co-ordinated action at EC level relates to insider dealing, where a proposed Directive is currently at an early stage of Council Working party discussion. The Irish authorities are, of course, participating fully in the negotiations concerned. I can confirm that this proposal covers the situation raised by the Deputy in Question No. 143, namely the use of inside information by "tippees". The remainder of the proposal generally accords with the approach in Part V of the Companies (No. 2) Bill, 1987, currently before the Dáil.
None of the other matters raised by the Deputy are the subject either of adopted Directives, or of current proposals for Directives in the company law area, and I am not in a position to give the Deputy the kind of detailed information on the exact legislative position in all member states of the Community on the various matters referred to in the questions concerned.
142.
asked the Minister for Industry and Commerce, in respect of the harmonisation of Irish and EC company law, the EC countries which allow take-over panels situated in other countries to govern take-overs of companies on stock exchanges within their jurisdiction.
So far, the proposals for harmonisation of Irish and EC company law have not dealt with the issue of take-over panels. However, the Commission is preparing a proposal in this respect. It has not yet been proposed to Council.
The Irish Stock Exchange is part of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited and requires companies resident in the United Kingdom, the Channel Islands, the Isle of Man and this country to abide by the City Code on Take-overs and Mergers.
147.
asked the Minister for Industry and Commerce if he will outline the procedures which exist for the mutual exchange of information between EC member states in regard to individual provisions of company law, in the interests of harmonisation; the use that he has made of such procedures for the exchange of information; if he favours maintaining Irish law in as near as possible an approximation to the law of other EC states in order to avoid cross-border transfer of companies in order to evade legislative provision.
There is a number of EC Directive/Regulations in the company law area which provide for the exchange of information between member states in the context of those particular Instruments.
The Fourth Company Law Directive on company accounts provided, in Article 52, for the setting up of a contact committee, the functions of which are—
(a) to facilitate ... the harmonised application of this Directive through regular meetings dealing in particular with practical problems arising in connection with its application;
(b) to advise the Commission, if necessary, on additions or amendments to this Directive
Article 47 of the Seventh Directive on Consolidated Accounts extended the function of this committee to cover that Directive also, and the Eighth Directive on the Qualifications of Auditors also extended the responsibility of the original contact committee to dealing with matters arising out of that directive. The meetings of this committee are attended by officials of my Department.
The European Communities (Stock Exchange) Regulations, 1984, implemented three separate EC Directives relating to the admission, listing and reporting requirements for transferable securities. These make provision for co-operation and exchange of information between EC countries including, in particular, the setting up of a contact committee to assist and co-ordinate in implementing the Directives involved. This committee is also serviced by officials of my Department.
The Regulation on the European Economic Interest Grouping, which is due to come into effect here next year, provides for a similar contact committee to oversee its implementation. Again, meetings of this committee are attended by officials of my Department.
I am aware of the merits of approximating Irish Company Law with that of other EC member states, and I am confident that the EC Commission's extensive programme for the harmonisation of company law throughout the community will ensure that no one member state will be at an advantage in this regard viz-à-viz other member states. However, where there was a clear need to legislate independently to take account of Irish conditions, I would not hesitate to do so.
