Vol. 49 No. 7
Before we take up consideration of the amendments to this Bill, it would be well if I indicated that there is a Government amendment (amendment No. 3) which I consider should be recommitted as the matter raised is of substantial importance and was not effectively before the committee on the Bill.
Government amendment:—
In page 5, Section 5 (2) (b), line 12, to delete "month" and substitute "year".
During the discussion on the Committee Stage, Senator O'Brien pointed out that the sub-section as it stands might not meet the position of a company engaged in a seasonal line of production which might not have been carried on during the month of April, 1958. I do not think the point made by the Senator is likely to arise on many occasions, but the proposal will not weaken the Bill and some awkward problems might arise in regard to a company which happened not to be engaged in a manufacturing process, because it was a seasonal operation, at this date. There is a seasonal aspect involved and, therefore, I have prepared this amendment which qualifies a company to carry on manufacturing operations, if it was engaged in these operations during the year prior to 1st May.
I should mention that Senator O'Brien also thought that the word "particular" should be dropped. He said that it expressed a particular manufacturing process and would restrict, or tie down the company to manufacture that exact commodity which it was producing during the qualifying period. While there is something to be said for the Senator's view, in practice, I found it would be impossible to phrase the sub-section otherwise than it is at present, and achieve the objective of restricting these particular companies at the qualifying time. If the word "particular" were dropped, it would leave the meaning of the sub-section altogether too vague and could be a source of some difficulty. Therefore, I could not meet the Senator in that respect.
I move amendment No. 2:—
In page 5, line 19, before "in" to insert "or any reasonable extension thereof".
Perhaps I had better confess that this amendment is put down rather for the purpose of enabling me to ask the Minister a particular question about the operation of Section 5, sub-section (2), and the First Schedule, and I hope that I will be allowed to make the point. Section 5 of this Bill amends Section 9 of the Act of 1934, leaving in Section 9 of the 1934 Act only the first and the last section, and then putting in, by the medium of Section 5 of this Bill, a number of conditions under which companies may operate.
These two remnants of Section 9 of the 1934 Act have to be read with Section 5 of this Bill to find out what companies may carry on manufacturing, and as the Minister said, what kind of manufacturing certain companies may carry on. That is not all. Section 5 has also to be construed with the First Schedule to the Bill. Section 5, sub-section (2) paragraph (b) appears to provide that certain companies must make the statutory declaration by a certain date, in order to be allowed to continue in business, and even if they are allowed to continue in business, they cannot go into any new process. So far as I read the Bill, the sub-section refers to many more companies than the kind of company which the Minister has indicated. He indicated that he had in mind certain companies which, in his own words, had evaded the law of 1934, these companies which had succeeded in being formed quite legally and properly, but without fulfilling the conditions which the Minister thought he was putting into the 1934 Act.
It seems to me that this applies not only to these companies but to all companies and to all completely Irish-owned companies, provided they have a capital of over £5,000. If that is so, then the provisions of Section 5 and of the First Schedule put Irish companies in a very strange situation. Surely there could be circumstances in which an Irish company, formed since 1934, does not fulfil the conditions laid down in the First Schedule of this Bill. I should like to know if it is intended bringing in these companies and if it is, why Irish enterprises should be hampered in a Bill which aims at the encouragement of foreign investment? Is it necessary that every Irish manufacturing company must examine its conscience under Section 5, must examine its share capital and the fixed assets used in the business, and its loans and the sources from which the loans come, in order to find out, having read the First Schedule, if they are obliged to make the statutory declaration in sub-section (2), paragraph (b), which I am seeking to amend?
If that is not intended, perhaps the Minister would tell us where and how the ordinary Irish-owned company is excluded from the operation of Section 5 and of the First Schedule. It seems to me they are included and legal authorities whom I have consulted also think that.
It is certain that they are; there is no question about that whatever. The Senator is aware that the problem which we are trying to meet was the case created by companies constituted in an abnormal way with regard to their capital structure, in order to secure the right, even though effectively owned abroad, to manufacture here without a licence. As I pointed out during the course of the Committee Stage, this was the method I devised as most likely to prevent that evasion of the intention of the Acts operating in future.
I devised it because it seemed to me that it could not possibly operate against any bona fide company operating in the normal way. I expressed the view which I hold that there would be merit in having a provision in our Companies Acts which would require a manufacturing company to have a paid-up share capital equivalent to not less than half its value of fixed assets. I think there are far too many Irish companies which have not got that proportion of permanent capital investment in their undertakings which they should have in relation to the total capital they are using. But for a bona fide Irish company, entitled to manufacture without a licence which has the £51 per cent. ownership in the hands of Irish citizens and the appropriate proportion on its board of directors, there will be no difficulty whatever in bringing its capital structure into conformity with this requirement, if it is not so already. I do not know of any case where it would not be so already where a company is a bona fide Irish company and not under any external control, directly or indirectly at all. If there were some abnormal case in which, for some peculiar reason one could not possibly foresee, there was a desire not to make any alteration in its capital structure which would be required to keep it in conformity with the requirements of the law, the problem would have to be met by the issue of a licence.
I cannot see that case arising. The great majority of companies will have share capital in excess of the requirements set out here, half the value of their fixed assets, less deductions in respect of reinvested profits, loans from Irish banks and so forth. In my view, the proper constitution of the company would be one where the permanent capital represented by issued shares would be equivalent to the value of the fixed assets, subject only to additions to the fixed assets financed by the ploughing back of profits. Perhaps, that is an ideal situation which does not exist in every case.
It is true therefore that this section applies to a bona fide Irish company. In addition to having this shareholding and directorate qualification they must also have a paid-up share capital equivalent to not less than half the value of the fixed assets they employ. I do not see the circumstance in which that could cause any difficulty for a bona fide company. If the company is not so constituted at the moment, it could quite easily be brought into conformity.
That reveals that the Minister is doing a great deal more in this Bill than encouraging investment.
I said so.
This is not only an Encouragement of Foreign Investment Bill. It is a regulation of Irish companies Bill as well, is it not?
I said that quite clearly. This Bill has two purposes: to liberalise the Control of Manufactures Act in respect of manufacturing operations for export and, secondly, to close up the gaps which experience has shown existed in earlier legislation.
The Minister is doing far more than that. Not only is he liberalising foreign investment in Irish industry and not only is he closing the gaps in the 1934 Act, but he is also prescribing new conditions for ordinary Irish companies.
That is right.
That is something we were never told before.
Certainly.
Certainly not. It is something which does not appear anywhere in this Bill. It was never said. It may very well be that the Companies Acts need amendment. That is not my business. If they do need amendment the ordinary company law applicable to Kelly, Burke, and Shea, the ordinary company law applying to ordinary Irishmen investing money in business 100 per cent. Irish, should not be amended by a Bill called Industrial Development (Encouragement of External Development) Bill. That is what the Minister is doing. That makes this Bill still more complicated than ever before. It is doing by a sidewind something which should be considered on an entirely different basis from this Bill. When you proceed to discuss external investment in Irish industry, you travel in a particular field; when you come to consider Irish company law, you are in a different field altogether. The Minister is mixing two things. It is very unfair and extraordinary that at this stage we should discover this thing.
Does this not mean that every Irish company will have to examine their consciences and balance sheets to see whether in fact they are put out of business by Section 5, plus the provisions of the First Schedule? They must carry out this arrangement. They must make the extraordinarily elaborate calculation set out in paragraph (3) of the First Schedule. My difficulty in regard to the drafting and in regard to the facts of the Bill is that I do not see that the ordinary Irishman with ordinary investments here, who has no foreign connection of any kind, should have, under this Bill, to examine the whole structure of his company and bring it into conformity with something which the Minister says is correct. The Minister may very well be right. I do not know whether I should agree with him or not. I do not know enough about it. Whether the Minister is right or not, this most emphatically is not a place to put in a proviso which binds every Irish company, not part Irish or part foreign, but a wholly Irish company. As I said, this is an occasion where Kelly, Burke and Shea, ordinary Irish citizens using their own money, must now discover whether they do or do not conform to these provisions. I think it is extremely bad law. It could not be worse. It is extremely bad administration and very unfair.
Supposing by some business process people are in a position that when they make all these elaborate calculations prescribed by paragraph (3) of the First Schedule, they find they do not conform. They have to conform because the Minister in the Bill, which is remedying certain deficiencies in an Act of his own of 1934 and liberalising the position of external investors in Irish industry, has put in this provision. Irish companies should be excluded entirely from the provisions of the Bill, if they are 100 per cent. Irish. Let the Minister come along later and bring in amendments to the Companies Acts. That surely would be the proper way to do it.
I know the Minister's enthusiasm for all this. He is doing it quite bona fide, but it seems to me to be going entirely outside the scope of this Bill as originally drafted. He is endeavouring to get after certain people who, in his opinion, have evaded the law, and he is amending the ordinary Companies Act which applies to ordinary Irish citizens. If I had been quite certain of this provision, I would have put down an amendment to this Bill to exclude companies which are 100 per cent. Irish-owned. Even at this late hour, the Minister should consider excluding companies 100 per cent. Irish-owned and, later on, if he thinks he should do something about their structure, he should do it by way of amendment of the ordinary company law. The ordinary company law applying to ordinary Irish people running an entirely 100 per cent. Irish business should not be amended in a Bill like this. It seems to me to be outrageous.
This is a Bill entitled an Act to amend the Control of Manufactures Acts, 1932 and 1934. In every public statement I made about it before and after it was introduced, I made it clear that it was proposed to effect changes affecting manufacture for export and also to tighten up the Control of Manufactures Acts in respect of the provisions which were being evaded. If that did not register with Senator Hayes, I am not responsible.
But the Minister never said he was amending company law for Irishmen.
We are dealing with manufacturing operations, not companies generally. The most irritating type of critic is the one who recognises there is a problem, criticises the solution you have produced and produces no alternative. The problem is to distinguish the genuine from the phony company. I produced a test here which is no problem to the genuine company. Senator Hayes says it will be a problem for the bona fide company. It will not. It is the one test by which the genuine company can be distinguished from the company that is not genuine.
The aim is to ensure that companies 51 per cent. Irish-owned, not 100 per cent., will be completely outside the scope of the measure, provided it is genuinely so owned. The solution which I produced for the problem has been regarded as the only practical one. Nobody in the course of the discussion on this Bill found fault with that solution. If there is a better solution, I am prepared to consider it. That provision does not impose any difficulty whatever on the bona fide Irish company. Such a company will have no difficulty whatever in complying with the conditions I have laid down. There will be a difficulty only for the type of company which was formed so as to have the appearance of being Irish-owned, when in fact it was not; or a company not concerned with exports, but adopting that device in order to start supplying products in the home market, to the detriment of Irish-owned companies established here.
I have no objection to the Minister stopping any loophole there may have been in the 1934 Act. There is no use in the Minister casting any aspersions on my intelligence. Mind you, I am moderately intelligent. No matter how high the Minister raises his voice, I am moderately intelligent all the time; and I am as much interested in Irish manufacture as the Minister is, and always have been, and so are we all. The Minister can accomplish his purpose in this Bill with the plan for stopping loopholes—very good, leave it there—but put into this Bill a proviso that, when a company is 100 per cent. owned by Irish citizens with Irish capital, this Bill will not apply to them.
But it does not apply to them.
It does apply to them; the Minister said it does.
Oh, no.
This applies to every company that is manufacturing.
But that particular condition the Senator referred to, does not rule out any bona fide company.
This is the contrary view. The Minister regards himself as knowing all about it. I am humbler than the Minister; I do not know. The Minister is so sure he knows all about manufacturing processes and manufacturing companies that he could bring in a series of tests which he says any bona fide Irish company can pass. Is that not right?
That is right.
And having brought in the test and being convinced that everyone can pass that, he says they are not tests.
I said there are no tests that a bona fide company cannot pass.
If I set an examination paper and say that anyone can pass all the tests in it, it is not an examination at all.
May the Chair intervene to say that the agreement to go into committee was on the Government amendment? The Chair has been generous and the debate has been widened unduly.
I recognise your indulgence, Sir, and appreciate it; but I repeat that the Minister, in this particular Bill, is amending the ordinary company law. He can get everything he wants and stop all the loopholes and put up all the ramparts and everything he likes, provided he exempts 100 per cent. Irish-owned companies from this Bill. Then, in a different kind of discussion, we can discuss Irish company law. That is what he should do and that would not be unintelligible.
Company law applies to all companies. We are dealing only with manufacturing operations.
Then amend company law applying to manufacturing operations.
Might I make one point here? Even a company formed with 100 per cent. Irish capital and with substantial fixed assets, financed by borrowing, provided it is a bona fide Irish company, can meet that condition.
Why should it have to meet it, then?
Has the Senator any other suggestion as to how a company which is not bona fide is to be handled?
Why should I have to fulfil these conditions?
I do not wish to enter on the controversy arising on this amendment. The fact that there is such a difference of opinion in regard to precisely what the Bill means, appears to be rather a general criticism of the difficulty of interpreting this particular statute. However, I will come back to the amendment itself, which is very much on the point I raised on the Committee Stage of the Bill. In the first place, I wish to thank the Minister for meeting my first suggestion regarding the year rather than the month. He admits that there was something in that suggestion and I am grateful to him for meeting it and amending the Bill in that respect. I would ask him, before the Bill is closed finally, to consider whether there was not something more in my second point also.
The Senator may deal with that matter only when we come to amendment No. 3.
I am dealing with amendment No. 2, which is before the House. If the Minister will accept Senator Hayes's amendment, it will meet my point. The point that I was trying to make on the Committee Stage was that to carry on a "particular" manufacturing process in relation to a "particular" commodity is very narrow, as it confines the manufacturer to an exceedingly limited sphere of operation and it could be construed quite properly by a court in an almost ridiculous manner. I had one or two examples for the Committee Stage, but I am sorry to say I have not kept my notes. There were a few examples showing the reductio ad absurdum. This could confine a manufacturer to an absurdly narrow range of processes, in relation to an absurdly narrow range of commodities.
The Minister has said he would find it difficult to meet my point, but I suggest that this amendment would meet it, that the words suggested by Senator Hayes, "or, any reasonable extension thereof", would give certain elasticity to this extremely rigid section. The word "commodity" is defined in the Bill quite satisfactorily, but this particular sub-section goes much further than defining "commodity", because it talks of a "particular commodity" and a "particular manufacturing process in relation to a particular commodity" really limits a manufacturer in a most ridiculous manner. It prevents him from what would be a perfectly legitimate extension of his existing business.
As I say, I could give examples showing the absurd consequences which may flow from this sub-section, if very literally interpreted. I suggest to the Minister that the insertion of these words would give a certain amount of elasticity and flexibility to manufacturers operating under this sub-section, without giving them any sort of freedom that could be objectionable to the main purpose of the Bill. I would ask the Minister to show the same flexibility of mind in relation to this suggestion that he showed in relation to my other suggestion regarding the month as being too limited a period.
I have only one or two comments to make. As I see this problem, quite clearly the Minister originally made bad law. Probably there were people in the House then who tried to advise him on that when it was passing through and he was just as resolute in carrying his point of view then as he is to-day. Anyhow, we had that bad law and many industries were established under the cover of it. Apparently, some of those the Minister regards as having an illegitimate existence, while others are quite legitimate. There is now to be an inquisition, but in that process all legitimate Irish companies are to be placed in the dock and must examine their conscience, their capital structure and all the rest, just as if they came through the openings the Minister left in his legislation originally. I think that is very bad. It is unsettling for Irish industry.
The Minister is trying in this Bill to bring in fresh capital from abroad. Take care that the people whom he is inviting to come in here to build new industries will not become very suspicious when they see the kind of treatment the existing industries are being subjected to now in this new legislation. From that point of view, the Minister's action in this is really very unwise. It would be common sense on his part to accept the amendment suggested by Senator Hayes. Quite obviously, he is doing something which I do not think the people in the other House realised he was doing. This is not the first occasion on which this House has made discoveries which passed the keen eyes of the Deputies. I think we have brought to light a problem here to-day which was not revealed, at least as clearly, before. Now that the Minister has shown himself an aspect of the picture which was not known to us until to-day, there is obviously an obligation on his part to reconsider the whole situation.
I despair of trying to make the situation clear to Senator Baxter, if that is his understanding of the Bill. There is no such provision in the Bill and no question of submitting Irish-owned companies to any inquisition by anybody. Senator Hayes has some idea that companies which are bona fide Irish-owned and carrying on business here in the way contemplated under the Control of Manufactures Act, 1934, would not be allowed to do it without any question of supervision or of being interfered with. There is no foundation for that. The only purpose of this requirement of the Bill is to impose restrictions upon the further expansion of companies that are not Irish-owned, that are effectively controlled from outside the country, that are not concerned with exports but are solely concerned with exploiting the home market to the detriment of genuine Irish-owned companies and who may want to extend their operations here in a way that would be detrimental to our industrial development.
If these companies want to go into some new business into which we should all like to see them going, there is nothing in this Bill to stop them. A company which came in here by evasion of the intentions of the Act of 1934 is the type of company we are dealing with. The purpose of this provision is to protect the genuine Irish-owned company and distinguish it from the one that is not.
But the 100 per cent. Irish-owned company is subject to the provision of the section.
It is not, if——
"If".
——if it is constituted in the normal way.
But that has to be determined.
What is your answer? Is it to take off all restrictions?
No. Exclude the 100 per cent Irish-owned company.
That could be a £100 company. It could be a company with £100,000 fixed assets supplied by some external corporation but with a 100 per cent. Irish shareholding constitution nevertheless. The 100 per cent. ownership can be just a front for some external company coming here to put the genuine Irish-owned company out of business. The amendment is to facilitate that operation.
It is not the purpose of this amendment.
It is to enable any such company so constituted in that completely abnormal way to extend its existing operations within the State. If the extension of these operations will be of any benefit to the State, they will be facilitated. It is only where the judgment is that the purpose of the extension is to take the trade away from the existing genuine Irish-owned companies, where only internal market sales are contemplated and where it looks as if the operation would be to the detriment instead of the advantage of our industrial development that the restriction would be operated.
That restriction is so designed that it cannot possibly interfere with the genuine Irish company. I cannot see circumstances where a genuine Irish company would not have a shareholding liability equivalent to half the value of these fixed assets, deducting from the value of its fixed assets, the amount of reinvested profits, the amount of loans from Irish banks, the amount of Government grants, the value of any machinery purchased under a hire purchase contract, and on so. No bona fide company will be interfered with. The intention is that a bona fide Irish-owned company will not be subject to any restriction or supervision whatsoever.
Senator O'Brien will appreciate that both the term "commodity" and the term "manufacturing process" are defined in the Bill. Therefore, the word "particular" has to appear before each of them. One could visualise a company engaged, say, in the spinning of cotton and, where spinning was the process, going, under the Senator's suggestion, into the spinning of woollen or nylon yarn, or some other major extension of its operations. Perhaps that is too far-fetched an example. No company doing that particular operation could hope to get far on it, unless they had a very substantial investment.
In so far as that operation may have been carried out by a company which was not the type of company we would have facilitated under the Control of Manufactures Acts, obviously we would not want to facilitate them to extend into quite new fields—to which they would be entitled to extend, if the Senator's amendment were carried. I do not think the term "particular commodity" or "particular process" will constitute any difficulty. In so far as the commodity is the determining factor when deciding the type of business carried on, and as there may be a variety of processes, I think we have to have the word "particular" in front of each.
This is a very theoretical discussion. The number of practical cases where a difficulty will arise will be very few. The position is really that in so far as companies did succeed in legally establishing themselves here, but contrary to our intentions when the 1934 Act was passed, we are not interfering with them: we are continuing them in the future in the business in which they are now engaged. We are trying to close the door to any similar companies being established in the future. The existing companies, if they are Irish-owned, as has been contended, also can get complete freedom of action, provided they conform to the conditions set out.
With the permission of the House, I am withdrawing the amendment. I got what I wanted, which does not often happen. I appreciate the indulgence of the Chair to all of us.
While it is true that this point was not discussed during the Committee Stage, nevertheless we had a fairly prolonged debate upon this paragraph of Section 5. I explained that my aim was to exclude completely from all restriction or supervision companies established here to do export business primarily, and to ensure that there would be no ambiguity about what we had in mind, we defined "primarily" in that context as the carrying on of export sales as a main objective, sales in the home market being only incidental to export sales, and taking one year with another, if their sales on the home market did not exceed 10 per cent. of their total output of each commodity.
On re-examination and also in consequence of a particular case that arose, I re-examined the provisions of that section. I think we can extend it a little further to provide that a company will be outside the scope of the legislation altogether, and free to engage in any manufacturing operation without restriction, even if externally owned, provided 10 per cent. of its total production of all commodities produced by its represents its home market sales.
The type of case which would be met by that amendment will not be very frequent. Most industrial concerns undertake the production of one or two commodities and concentrate on them. In one case, I found that quite a range of commodities was contemplated and, even though the company were prepared to give an undertaking that more than 90 per cent. of their total output would be exported, they did not want to give that undertaking in respect of each individual commodity they produced. I feel we should meet them to that extent and meet any similar case that may arise in the same way.
The effect of the amendment is to exclude from the Act a company established primarily to do export business, provided 90 per cent. of its total production is exported, rather than 90 per cent. of each individual commodity turned out by it.
The Bill has now reached its Fifth Stage and certain things fall to be said about it. In the first place, we recognise the difficulty the Minister found himself in when he wanted to liberalise the conditions of foreign investment in the country and at the same time, to preserve the rights of Irish people or others who have already invested their money in the country. With those objects, I personally, and all of us on this side of the House, have the greatest possible sympathy, but taking the Bill as it is now before us, it is very doubtful whether it will actually achieve the laudable-enough object the Minister had in mind.
In the first place, it is a notorious and extravagant example of legislation by reference. It is difficult, complicated, cumbersome and unclear. I gave some examples of that on the Committee Stage, and after that I was sent a copy of the Irish Banking Review for June, 1958, which contains a very calm, clear and intelligent discussion of this Bill. It is not a political or partisan or heated discussion. In the course of the remarks made by the writer, presumably a person used to reading difficult legal documents, it is stated on page 8: “It must be admitted that the new Bill is rather complicated and difficult to interpret. To the casual reader, it would appear less as a measure of liberalisation than of more complex control.”
Also on page 8, the writer says: "Unfortunately, the Bill is drafted in such complicated language, with so many cross-references to earlier Acts; that its liberalising intention does not spring to the eye. It is not an unfair criticism that the Bill could have a deterrent effect on any potential investor who disliked official control."
On the following page it says: "Legislation regarding the control of business should be as simple and as clear as it can possibly be made."
This legislation, which goes back only to 1932, certainly could have been made simpler and clearer than it is. One remedy suggested on the far side of the House, and also in this review, was that, in addition to this Bill, there should be, when it becomes an Act, a brochure or pamphlet explaining its provisions. It is, however, quite clear that a brochure or a pamphlet is not law. People with money to invest will not accept a brightly written pamphlet from any Government Department, no matter how well written, or any ministerial speech. A document from a Government Department in our position, where we are endeavouring to get people to spend money here, smacks of propaganda, and of its nature is an advertisement. Prospective investors will want to see what the law is, will examine this Bill and will not be influenced by explanatory memoranda. They will want to see what our parliamentary practice is in relation to the statutes, and the rights secured under statutes, and amendments of the law.
This liberalising Bill is complicated; and besides its liberalising elements in regard to the facilities for foreign investors to come in, it takes the opportunity of filling a loophole in the 1934 Act, about which we have had certain discussion this afternoon. The filling of that loophole involves very difficult calculations, and it may operate not only against foreign investors but on Irish people with more than £5,000—not £100 as the Minister said—invested here. I should like to suggest to the Minister that since there were loopholes in the 1934 Act there may be wide breaches in this Bill, which would make it far less valuable an instrument than the 1934 Act proved to be. It is repellent by its difficulty to people who want to invest money here, and in spite of the Minister's statement, it is a twisting of language to say that it is clear. I have personal knowledge of very high legal personalities of very good standing who find this an extremely difficult Bill, just as the bankers, or a spokesman for them, found it extremely difficult.
One of the results of complicated draftsmanship is, as I have said, that the more complicated it is, the more easily it can be evaded. It may be proved with regard to this Bill that as an inducement it is doubtful and complicated, and as a rampart against certain types of undesirable foreign investment, it is totally insecure.
I regret that that is the position, and I think the Minister could have done this much more easily. I hope sincerely that the Bill will accomplish the purposes he has in mind, with which we sympathise. It seems to me, as I have said, to be complicated and repellent. It would have been much simpler if, instead of being in two parts, it had been in one. I think that one reason why the Bill is so complicated and difficult to judge and to assess and get clear about is that the Minister is in a hurry and that he himself is not particularly clear about what he wanted to do in the Bill. However, here it is now, and if it does result in foreign investment of a satisfactory character to give more employment in the country, we will all be very pleased.
Quite independently of Senator Hayes, I had made up my mind to say a few words very like what he has said on this stage of the Bill, following the discussions we had here on the Second Reading and the Committee Stage. I am not one of the people who believe that this country is short of capital. It certainly is not short of monetary capital, and a great deal of our real capital, whether it be in the form of land, industrial machinery or buildings, is not being used to its full capacity. The comments which I propose to make may appear as just throwing dirty water on the whole thing. I believe that this country has reached a stage where, when legislation is brought in and enacted with a great flourish of trumpets and nothing happens, just as when nothing happens after, say, a deep freeze fishery plant is opened with a great flourish of trumpets, we are just doing the very worst thing we could do for the future welfare of the country.
I am not blaming the Minister for trying to do this. He was right to try to do it, but, in my firm opinion, this Bill will achieve almost nothing. I do not think there is anything that it will achieve which could not be achieved by the Minister in some other way. I agree with the observations about constructive legislation made here on the last day and again to-day. This is not an opinion I picked up yesterday or to-day. It is an opinion I have had for 20 years. People who want to invest money, if they are in the United States, want to get the entire law in a single document. They can then read it through, and, if they are intelligent, they can understand it and know where they are.
This business of constructive legislation applies to other things. It is in a lot of our local government legislation and a great deal of the establishment legislation in regard to the Civil Service is also full of it. It is a Mecca for lawyers. It takes them hours to go through the legislation and no ordinary person has any hope at all of getting a knowledge of something which need not be done in that way. I also do not agree, I am afraid, with my colleague, Senator Hayes—and I notice that this was mentioned in the other House also —that a brochure should be produced. I do not believe that it will do any good.
I said it would not do any good.
The rift is closed.
The brochure has been produced and it is a very nice one. It will not do any good. Supposing we were in the year 1948 instead of 1958, Senators might say that this fellow is just a damn nuisance and saying something because he is against the Government or something of that sort. The Minister himself was in the United States with people from his Department. The previous Minister for Industry and Commerce went there with the Industrial Development Authority in force, and I made certain inquiries when they came back. I had a certain opinion about the possibilities. I think the Ministers have also been in Germany, but I am not going to mention the information which I received, but quite frankly, the information which I got about these previous visits was distressing. That is the only way to describe it. The Minister has a point. There is no question that what we want to get are people with the know-how. Let us assume that my belief that there is plenty of capital in the country is correct. You still want people with the know-how to come in. That happened in the case of the Waterford Board and Paper Mills and not before its time, if I may say so but at least it is now being done. That is definitely a point, if you can get such people to come in, but I do not think this approach will get them in.
I mentioned here previously that I was given to understand by a responsible man in the city that the reason why the large manufacturing industries did not come in here was that the trade mark law was outdated. Why is not the trade mark law before us now, if that information is correct? I accepted the view of this man who is experienced in these matters here. Why, therefore, instead of this Bill, have we not got the new Companies Bill which has been gestating in the great Department of Industry and Commerce, as it was once called, for the last 30 years? Why have we not got the new Trade Marks Bill, if we want to make progress of a particular type?
We can deal only with what is in the Bill before us.
My reason for making these remarks is that I do not think that it would do at all if it went out from the Oireachtas that the Oireachtas is achieving a great deal by passing this Bill. The Minister has done his job as best he sees it and I am not condemning him. All I am saying is that I do not believe the Bill will achieve very much.
Senator Hayes and Senator O'Donovan think that a brochure containing an explanation of the law will not be of any benefit. I am in complete disagreement with them. Perhaps the best answer is that the Department of Commerce in the United States are themselves, on their own initiative, publishing a brochure entitled: "How to Form a Company in Ireland." Apparently, they think that from the point of view of people who are seeking information from them the availability of such a brochure would be advantageous.
Senator Hayes quoted a writer in the Irish Bankers' Review who said that he was a casual reader of the Bill and who expressed the view that the Bill could be a great deal simpler than it is. This Bill was published more than six months ago. It has proceeded quite slowly through the Dáil and through the Seanad. Senator Hayes referred to me as being in a hurry. I am not conscious of having tried to hurry through the Bill and certainly I did not try to hurry it through the Seanad.
I agree with the Minister.
The casual reader whom Senator Hayes mentioned did not convey his ideas some time during the six months, to any member of the Oireachtas as to how the Bill could be simplified. I do not think it could be made a great deal simpler unless one was prepared to go the distance of complete revocation of the Control of Manufactures Acts. I do not think the time is ripe for that. I deliberately use that phrase, realising that the time may come when that will be a right course for us to follow. Indeed, it is contemplated that if this European Free Trade area ever comes into existence the agreement will require the removal of restrictions of this kind on the establishment of companies in the territories of countries accepting the agreement.
Apart altogether from any international commitment of that character, it is quite clear that we can see a situation arising where further relaxation of our restrictions might be the course for us to follow. This is not the time for it. I am quite satisfied that if we were to repeal the Control of Manufacturers Acts altogether now, we would have an unpredictable situation in which, almost certainly, some existing Irish concerns would go out of business. We know that because of our inadequate industrial development, we have a situation in which the failure of any industrial concern in any part of the country very soon becomes a matter of political debate and the Government is expected to step in to support even the most unpromising enterprises which have got started, and one can see a situation in which companies would elect to go out of business quickly rather than be driven out by a branch factory set up by some powerful external organisation leading to the development of a controversial atmosphere in relation to our industrial development. It would be most detrimental to it.
Indeed, may I say that one of the few members in the Dáil who advocated complete decontrol has since written to me saying that he had heard rumours that a foreign company was going to be licensed to manufacture goods which were already being manufactured in his constituency and he hoped there was no truth in the rumours, because it would mean that a town in his constituency was going to lose an important factory?
In connection with the criticism of the idea of an explanatory brochure, may I say that this morning I had discussions with one quite important personage associated with industry in the United States and the only page in the brochure in which he was interested was that dealing with taxation? I think that would be the approach of quite a number of people in that country who would be interested in the industrial possibilities here.
Senator O'Donovan thinks it would have been wiser to have embodied all our law in one Bill instead of proceeding this way under amendment to the existing law. I do not think Senator O'Donovan could have visualised the Bill I would be introducing here. If I had adopted that course, I think he would have been the first to criticise it.
No.
In the Control of Manufactures Acts, there are necessarily a number of complicated provisions relating to a variety of circumstances that could conceivably arise, and repetition in this Bill would have made it a very long Bill. It would certainly not have made it simpler than that before the House now. I do not know what distressing information Senator O'Donovan heard about some of my previous visits to Germany.
It is merely the results of those visits. I am not thinking of the Minister alone. I am referring to both Ministers.
I am glad to hear that. The only distressing recollection I have is the speed at which I was driven in German police-cars to official functions. I certainly was not there for the purpose of attracting German industralists here. The last time I visited Germany as Minister, conditions there were not such as to make that likely to be a profitable undertaking, but, as Senators know, since the modification of the German restrictions on the export of capital, we have succeeded in interesting some important German manufacturers in our industrial possibilities. May I say that, as far as I know, our trade mark law is in conformity with all existing international conventions on the subject?
Finally, may I point out that the new companies legislation was not in gestation with the Department of Industry and Commerce but with the Department of the Attorney-General? It was only when the baby had been delivered that it was put on the doorstep of the Department of Industry and Commerce.
