In the absence of the Chairman, who has been delayed in arriving, I will accept nominations for a temporary chairman.
Election of Temporary Chairman
Election of Temporary Chairman.
Clerk to Committee
I propose Deputy Durkan as temporary chairman.
Clerk to Committee
If there are no further nominations, I call on Deputy Durkan to take the Chair.
Deputy Durkan took the Chair.
Amendment No. 70. It is proposed to take amendments Nos. 70, 71, 72, 76, 77, 78 and 85 together for the purpose of discussion. They will be put separately but discussed together. Agreed? Agreed. Amendment No. 70.
Before we discuss amendment No. 70 may I suggest that we do as we did on Part III. If I could give an introductory statement on Part IV in general it might be of help to members of the committee. I think we agreed that on a previous occasion.
All right.
Since we are starting out on a new Part here it might be of some benefit if I gave a general introduction to the scope and content of Part IV.
Part IV currently comprises 42 sections and contains detailed provisions about the disclosure of interest in shares and debentures in companies. Under section 190 of the Companies Act, 1963, every company must keep a register of the shareholdings and debenture holdings of the directors and secretary of the company. This information must also be given in respect of their holding in any member of the same group of companies. The information must be given whether the shares are held by the director or secretary himself or by his spouse or children. It must also be given if the property is held in trust for him. Section 193 of the 1963 Act requires the directors and secretary of the company to give notice in writing to the company of such matters relating to himself and to his spouse and children as may be necessary for the purposes of section 190.
Part IV of the Bill will not only replace the existing provisions relating to holdings of directors and secretaries with new, expanded provisions but also introduce new requirements relating to disclosure of significant shareholdings by all beneficial owners of shares or debentures in a company. Under the new approach the extent of the disclosure will vary according to whether the company is a public limited company or a private company and according to whether the person involved is a director or secretary or merely an individual shareholder in the company.
Chapter 1 of Part IV will replace section 190 of the 1963 Act which deals with the register of directors' shareholdings and so much of section 193 as relates to section 190. Under the new arrangements the directors and secretary of a company must disclose their interest, no matter how small, to the company. The new provisions will apply to the directors and secretaries of all companies as the previous provisions in the 1963 Act did. The new provisions are also more wide ranging than the ones they are replacing. For example, what is to be regarded as an interest in shares is defined in considerably more detail in this chapter. Also interest held by spouses and minor children of directors will be regarded as being held by the director.
There are more extensive requirements than previously about registers of interest which must be kept by companies and considerably more public disclosure of interest held. While Chapter 1 deals with disclosure of interest by directors and secretaries specifically, Chapter 2 on the other hand introduces a new régime of disclosure aimed at all shareholders, in other words, whether they are directors of the company or not. The general idea here is that where a person is the beneficial owner of at least 5 per cent of the issued share capital of a public limited company he will be required to declare his interest to the company. Following such notification the information involved will be available to directors, shareholders, employees and creditors of the company. In addition, of course, such information may be considered desirable by persons who wish to establish a relationship with the company whether as shareholders, creditors or in some other capacity. This chapter, therefore, provides in section 72 for a register to be kept by every public limited company of the information supplied under section 59 and for the inspection of that register not only by members of the company but by any person whatsoever.
In Chapter 3 of Part IV a general requirement of disclosure is not being provided for in relation to private companies. However, Chapter 3 of Part IV contains provisions which would in exceptional circumstances allow a person with a genuine financial interest in such a company to obtain a court order compelling disclosure where he can show the court that his interests would be prejudiced by non-disclosure.
As to the amendments which I have tabled, for my part I think it is fair to say that most of these consist of adjustments and refinements to Part IV. The only amendments I single out for special mention at this stage are amendments Nos. 96 to 103 which I hope we can discuss together. The amendments concerned which would introduce a number of new sections to the Bill are intended to give effect in Ireland to an EC Directive which was adopted in December 1988 in the general area of disclosure of interests in shares which is of course the subject matter of Part IV in any event. This provides an excellent opportunity to transpose this Directive into our national law and has the additional benefit of reducing the waiting list of Directives in this area queueing up to be implemented. I might just mention in passing there are at least five other company law directives in this queue which shows the quickening pace of EC activity in the Internal Market programme.
That is a general picture of what Part IV is about.
Can we move on to amendment No. 70 and those to be taken with it?
A Deputy
We need to agree to that arrangement of amendments.
There has been a bit of a problem here in that today we are discussing amendments to sections we may not reach for quite a while and because some of these amendments deal with sections through this Part. That leads to problems in the sense that the amendment can only be understood in terms of the section. I do not know whether this grouping is speeding things up because of all the back referencing that is going to be involved.
In this case these amendments are very clearly related to one another because they are all essentially making the same point. I think they should be taken together.
Acting Chairman
Is that agreed?
Agreed.
NEW SECTION.
I move amendment No. 70:
In page 47, before section 48, but in Part IV, to insert the following new section:
"48.—In this Part, unless the context otherwise requires—
‘company', for the purposes of Part IV of the Bill, means a public limited company whose shares are quoted on a recognised stock exchange.".
I would like to ask whether we need very extensive disclosure provisions in regard to private companies in so far as private companies are ones where the directors all know one another and the shareholders all know one another. In the normal course they would not become shareholders in a company unless they satisfied themselves about this.
Section 190 which this replaces is somewhat less extensive in its operations than the new section 48 and the subsequent sections that are contained here. The question I pose, which lies behind these amendments, is whether these additional disclosure provisions should apply only to publicly quoted companies. My understanding is that the purpose of the disclosure of shareholdings is really to help people in dealing with hostile takeovers. The Minister will correct me if there are other purposes to be fulfilled. My understanding is that that is the main purpose of it so people will know whether somebody is building up what could be seen as a hostile holding in a company with a view to takeover. That sort of situation as I understand it only arises in the case of publicly quoted companies. It does not arise in regard to private companies, therefore I ask whether we really need to extend these new powers to private companies. That is why in these linked amendments Deputy Barrett and I are suggesting that the new powers be confined to publicly quoted companies. I would stress that it would be my intention — and if the drafting is defective in that regard, that is something that would, of course, have to be amended — that section 190 of the Principal Act will continue to apply in the case of private companies. We would not be proposing to dilute the existing protection in regard to private companies but simply to question whether it is necessary to apply the additional measures to private companies.
From what Deputy Bruton said, it strikes me that if by the nature of the private companies, i.e. any companies that are not public companies or public limited companies, the shares are recognised on the stock exchange the Deputy wants to make sure that Part IV specifically applies to that. If by the nature of other companies, i.e. private companies and companies limited by guarantee, the provisions of Part IV do not apply, why bother making these changes? Why not leave it? If by the nature of the company the provisions of Part IV do not apply, it strikes me that there is no need to make the amendments that are contained here.
My understanding is that they do apply and that any bureaucratic requirements will have to be fulfilled by private as well as public companies. What I am questioning is whether we need to apply them to private companies in view of the fact that private companies tend to be very small operations and we do not want to burden small operations with a pile of company law compliance costs.
While all these amendments relate to sections which appear in the first chapter of Part IV and which deal with disclosure by directors of their holdings in their company, the opening words of amendment No. 70 would have the effect of applying this definition to all of the provisions in Part IV; in other words to Chapters 2 and 3 as well. I was, therefore, in some difficulty as to what lay behind the amendments. For example, I wondered if it was the intention to restrict the scope of Chapter 2, Part IV, to stock exchange quoted companies. That chapter, in other words sections 59 to 81, already applies to public limited companies in general. I would be opposed to limiting it now to companies with a stock exchange quotation as opposed to a normal PLC.
I would have even greater difficuty restricting the provisions of Part IV, Chapter 3, to quoted companies. The whole rationale of that chapter is the provision of the mechanism whereby someone with a justifiable interest in the ownership of a private company can get a court order to compel disclosure. There would be no need to provide such a court mechanism for quoted companies anyway since we are providing in Chapter 2 for a general régime of disclosure for all public companies.
Bearing all this in mind I drew the conclusion that the aim of the amendment was, in fact, limited to Chapter 1 of Part IV which, as presently drafted, applies to all companies both public and private. If this assumption is correct what the Deputies are proposing in their amendment is that Chapter 1 should apply only to public companies which are quoted on the stock exchange. I should further point out that there is some inconsistency in the amendments proposed in that in some cases they are seeking to apply the provisions concerned only to publicly quoted companies whereas in others — for example in amendments Nos. 72 and 76 — they propose that the provisions should apply to all public companies whether quoted or not. I am not clear whether this is intentional on the Deputies part or whether it is simply a question of drafting. At any rate the essential question which arises from these amendments is whether the directors of all companies should be required to disclose their holdings in their company or whether this requirement should apply only in quoted companies.
Under section 190 of the 1963 Act every company must keep a register of the shareholdings and debenture holdings of the directors and secretary of a company. This information must also be given in respect of their holding in any member of the same group of companies. The information must be given whether the shares are held by the director or secretary himself or by his spouse or children. It must also be given if the property is held in trust for him.
Section 193 of the 1963 Act requires the directors and secretary of a company to give notice in writing to the company of such matters relating to himself and to his spouse and children as may be necessary for the purposes of section 190. The provisions in Chapter 1 of the Bill will simply replace these existing provisions. The new provisions are more wide ranging than the ones they are replacing. For example, what is to be regarded as an interest in shares is defined in considerably more detail in the new provisions. There are also more extensive requirements than previously about the registers of interests which must be kept by companies and there is considerably more public disclosure of interests held. It is worth repeating, however, that the provisions of the 1963 Act, namely sections 190 and 193, which are replaced by Chapter 1 of the Bill currently apply to all companies both public and private and what the Deputies are proposing would effectively lead to less disclosure than is required at present. The committee will understand therefore that I could not agree to that proposition.
I made it clear in my initial contribution that it was not my intention to dilute the existing requirements. If the amendments need to be adjusted to ensure that section 190 continues to apply as in the case of private companies then, of course, the amendment should be adjusted. The Minister is correct in his assessment — to use his words — that the essential purpose that I was seeking to achieve here was to restrict the application of Chapter 2 to public companies. As the Minister just said, this Part involves considerably more public disclosure of the ownership of shares in the form of a register and so on, and my question in relation to these amendments is whether it is appropriate to apply that to small one man, or two or three person companies, very small operations. Is there any legitimate public interest served by having disclosure of all of these shareholdings? I would have thought that the legislation before us contains all sorts of penalties for reckless trading, the possible lifting of the veil of incorporation where there has been fraudulent or reckless trading where the assets of shareholders can be pursued, is more than sufficient to protect creditors in such situations. I do not see where the need arises to publish information about shareholdings to protect other directors and other shareholders in a private company from the other ones because private companies of their nature are such that everybody should know what is the situation without having the law step into this area.
I think that the Minister, from his record, is somebody who does not wish to introduce legislative provisions into areas where they are not necessary. I would question whether there is any need for this provision in Chapter 1 in regard to private companies.
For the reasons I explained already, I am not anxious to exclude private companies. The committee would be aware — I will take a current practical example — yesterday I had occasion to make a statement about private companies, and not only had I the greatest difficulty in finding out what the reality is, but the Fair Trade Commission, after an inquiry that lasted several months were also unable to find out. The fact is that section 190 and the relevant part of section 193 of the 1963 Act are quite inadequate and are riddled with loopholes. What we are trying to do here essentially is to re-enact that but with the loopholes, hopefully, closed. The Deputy might agree in principle that that is not an excessive objective, given all the circumstances, the greater complexity of business nowadays and the fact that many private companies are not small one-man companies, the kind we tended to associate them with in the past. There are private companies in this country which either individually or as a closely related group, have a turnover in the region of £1,000 million. For that reason the distinction between private and public companies becomes a little blurred in this field.
I fully accept Deputy Bruton's point that we should not be trying to create bureaucratic requirements that are not essential. I would certainly go along with him in that and endeavour to keep the requirements to the minimum that is consonant with the overall public good and the necessity either for creditors or, in some cases, the Minister to know who actually owns certain companies and the interests of various shareholders in it. I would hope that the provisions in this chapter would not be regarded as a burden for a number of reasons. First, if there are a number of dealings in shares or debentures by a director or secretary, this is all the more reason for notifications to be made so that the precise position can be ascertained with absolute clarity. Second, if there are few dealings by the directors or secretary, then the requirements in the chapter do not create a problem. Third, if shares are held in a straightforward way there is no problem; complications only arise where directors or secretaries choose roundabout ways to hold their shares.
It seems that the case to which the Minister refers can be dealt with, if there is a problem, by amending the fair trade legislation to give the Director of Fair Trade greater powers to require disclosure and to create certain criminal offences in the event of people failing to give information to the director in regard to beneficial ownership of shares, etc., if their company had been notified that an investigation in regard to a matter arising under the fair trade legislation was in progress. That particular example does not seem to require that one should apply the section to all companies, 99.9 per cent of which will never be of any interest to the Director of Fair Trade. On the question of keeping records on all the requirements which are contained in these many pages of legislation, the provisions in Chapter 1 are considerably longer than section 190 which they replace, which is a two page section. Here we have this long winded piece of legislation which will have to be scrutinised with a great deal more care than this committee will be allowed by those who are impatient in these matters because they will be liable in the event that they find themselves in default.
I do not want to make a big thing about this but the Minister, to his credit, has been identified as a politician who does not want to apply too many bureaucratic obligations on small companies, or so I understood; maybe I am wrong. I do not think this type of approach is what he would necessarily want. He said in very general terms that he would like to agree with me if he could — something like that — or something equally vague and generous sounding. It seemed to have slipped his mind yesterday when he was talking to somebody else but I have no doubt that he will make up for it tonight.
He was not here for that.
He was sadly missed.
I was more than ably represented.
Could I ask the Minister exactly why is it necessary to require the routine and continuous provision and maintenance of all this information regarding shareholdings in private companies where there is no takeover, no investigation, no court case, or none of the other eventualities that give rise to the requirement to obtain the information? Why is there a routine requirement to maintain the registers of interest, etc.? I know we will be coming back to this when we deal with the sections. For example, it is proposed to amend section 53 by amendment No. 78, which provides that each company will have to keep a register of interests. Even a company employing one person will have to keep this big register under section 53. I invite members to look at section 53. Is it really necessary to keep this register? For instance section 54 states:
An obligation imposed by section 53 (2) to (4) shall be fulfilled before the expiration of the period of 3 days beginning with the day next following that on which it arises.
This extremely precise and prompt fulfilment is required. Is this really necessary in the case of private companies? How will this be policed in this myriad of tiny companies?
The basic underlying requirement, both philosophical and practical, which has been there for 26 years — since the 1963 Act, it is not some new concept that is being brought in now — is that people who wish to deal either by way of trade or otherwise with private companies should be able to find out who they are dealing with; and even if the level of trade they are carrying on with them is relatively modest they may not wish to take the risk. This is not a new concept that is being brought in now. This is simply avoiding, in so far as we can, the loopholes that are in the 1963 Act. I agree with the Deputy that the provisions are lengthy but the Department and the parliamentary draftsman had great trouble drafting this and they are not going to take on themselves longer or more complex provisions than they feel are strictly necessary. The underlying principle, and it has been there for 26 years is that people who wish to deal with private companies should be able to find out with whom they are dealing.
Deputy Bruton gave the example of the small one-man company, but you cannot really have a one-man company, you have to have at least two members; let us say the minimum is usually a man and his wife, and he asked why they have to keep a register of the directors' shareholdings. The register is not some onerous thing. In the example given by Deputy Bruton it would be as follows: John Smith, Director, owns 99 per cent of the shares; Mary Smith (wife), Director, owns 1 per cent of the shares. End of register. That is it. Even on the smallest company, there is no onerous burden involved in doing that. They would do it once and never have to do it again, until they sell the company or bring in someone else as a director when they would add another name to it, for example, if the wife retired or resigned and they had to substitute somebody else. That is not, I respectfully suggest, an onerous obligation or burden on any company, even the very smallest. At least it makes clear to the public, and those who want to trade with the company, who the owners are. For that reason I ask Deputy Bruton to accept that principle, coupled with my apologies that the provisions are more complex than one would like them to be in the sense that they are longer. I do not think it will create an undue burden for small companmies.
Having changed roles again I feel free to speak. I can certainly see merit in both proposals. On the one hand the points made by Deputy Bruton earlier in relation to the chapter would appear to be valid in the sense that in the case of a takeover or, perhaps, a predatory approach being made to a company, it should be immediately possible, and the legislation should be readily in place, to ensure that the directors and those involved in the company originally are in a position to identify the nature of the predator, the purpose of the takeover, the movement of shares or whatever the case may be. I can also understand why, in the interests of small companies, there is a necessity to keep bureaucracy to a minimum to ensure that as little time as possible is taken up with the intricacies of bureaucracy that large companies can afford to take on board and which smaller companies cannot afford to take on board.
However, the Minister quoted a valid point in relation to large private companies. It may be desirable to gain information relating to movements of shares, takeovers, or attempted takeovers, or ground-laying for the purpose of a future takeover. The question I would like to ask is, would it be possible to accommodate the requirements such as suggested by Deputy Bruton by giving the Director of Consumer Affairs and Fair Trade extra powers in the event of a dispute arising or a threat arising to a company by virtue of shifting of shares to immediately set in motion a procedure whereby the information could be made readily available, thus eliminating from the ordinary day-to-day running of an ordinary small company the necessity of having them involved in the approach such as outlined by the Minister.
The answer to Deputy Durkan's question is that it is feasible in the sense that one could so provide that the Director of Consumer Affairs would have power to make the inquiry, but I do not think that is enough. I do not think that one should have to go to that extent, that we should be in the sort of impasse that we are in in relation to the matter I mentioned earlier and call on the Office of the Director of Consumer Affairs and Fair Trade to find out something like this. Somebody who is trading with the company, or who proposes to trade with the company, should be in a position to know who he is dealing with before he makes a final and irrevocable decision either to trade or not to trade, as the case may be. The apparent bureaucracy only arises if directors try to get around the basic requirement. This basic obligation is simple. One can say it in one sentence. It only gets complicated when one has to draft anti-avoidance provisions, as we have had to do in this instance. It is unsatisfactory that we are now six or seven months after an investigation was started by the Fair Trade Commission — which has even greater powers than the Director — and necessary basic information about the ownership of a company or companies has still not fully come to light. There is, therefore, a requirement to have the information available before difficult events and not just a means of trying to obtain it afterwards. My experience over the last five months in relation to trying to find out who owns some companies suggests that the fact that one has an entitlement to know does not necessarily mean that one will find out, unfortunately.
The Minister has referred to a particular case on a number of occasions in the last few minutes. Will the Minister agree that it would appear in that instance — the same could apply now — that the difficulty, from the limited information available to us, is that we do not know whether in that instance the Mergers, Take-overs and Monopolies Act applies to that company by virtue of the definition of the word "monopoly" in the Act? In other words, it does not refer to a company that is involved 90 per cent or more in export business. Would the Minister not agree that it proves the point that we need to be more definite in establishing at the outset whether a particular Act applies in a case or not? If the Act does apply, and that is clearly established, then it is a question of giving the Director of Consumer Affairs and Fair Trade the necessary powers under that legislation to get the information that is necessary in order to make a proper finding.
I would be in sympathy with the requirements of Deputy Bruton's amendments but I cannot for the life of me understand how an undue burden is posed by the terms of the amendments. When the kind of restrictions proposed here on a public limited company are inserted, we are exonerating the great majority of the companies in the country. It reminds me of the problems we had when dealing with the Fourth Directive of the EC with regard to the disclosure of information. The terms ruled out an overwhelming majority of the companies in the country, with the result that the intrinsic value of the directive itself was extremely limited. I cannot see that it is so onerous, in the circumstances that we are discussing, that it should be pressed. In the particular instance that the Minister has given, I would imagine that the man in the street is rather confused by the most recent developments. Why did the takeover in question have to be conducted in such a covert fashion? The whole experience of the last few months has been more reminiscent of how the CIA function than how a commercial company would function. I do not see what was the cause for all the secrecy, denials, refutations and all the rest that we have had from the principal of the takeover company.
It appears to me that it is a principle that is very difficult to refute. If one is trading with somebody it is a reasonable request to know with whom one is trading. If the burden being imposed on a small company was such that it was excessively onerous, or whatever, I could go along with the objections, but I cannot accept in the present circumstances that that is required and I would be in agreement with the spirit of what the Minister has said.
Section 190, paragraph 12 of the Companies Act, 1963 says:
This section shall not apply to a private company if and so long as all the members of such private company are directors thereof.
To the best of my knowledge that saver is not reproduced which would seem to me to suggest, in fact, the requirement in regard to a register is now being extended to a huge number of small companies to which it never applied before. I can understand why people who are dealing with a company will want to know perhaps who owns it but it is more important to know how well funded the company is, not so much to satisfy their curiosity as to establish who is the owner. It seems to me that, by virtue of the removal of section 190 (12) we are going to apply these provisions to a huge number of companies to which they never applied before. This sort of bureaucracy is going to be a burden on small companies.
I fully endorse the Minister's point of view that, if there is a problem in regard to compliance with any legislation such as fair trade legislation, monopolies, that kind of thing, one has to get the information and one has to have draconian powers to enable one to get that information. What I am inclined to question — perhaps the best thing would be to come back to it later on as we go through the sections and re-enter later — is why all companies who previously were let out under subsection (12) should have to keep a register as a matter of continuing course. Companies are now being told under this section that on the payment of 15p by anyone, they are going to have to produce this register. We are getting into a slough of bureaucracy here that does not serve a awful lot of purpose. I do not know; there may be other members here who have experience of acting for or acting in small companies who might be able to tell me whether they think it is relevant.
As I told the Deputy, he is correct in saying that section 190 (12) will be deleted. I might make two points to him in regard to that. If all the members of a private company are directors of the company, then the amount of information that has to be given is minimal. Normally there would only be two, three, or perhaps four directors at the very outside. Therefore, the information that has to be given, the register that has to be kept, and the information to be supplied, amounts to two, three, or four lines, as the case may be. I do not think that is onerous.
The corresponding or obverse point in regard to that and the reason subsection (12) is being deleted is that there are private companies — to my personal knowledge — with a turnover that can be measured in hundreds of millions of pounds per annum in which all the members of such a private company are directors. In some cases such private companies, are, perhaps, ten times the size of many public companies.
The purpose of public disclosure of who owns the company, without at the same time imposing undue obligations and burdens on genuinely small companies — where there are two members or perhaps three who are also directors — is not onerous because, in such cases, the register will comprise three lines only. Therefore the Deputy will appreciate that if one can attach disclosure where it is needed, and do so without creating an undue burden on genuinely small companies, then one should do it that way.
On balance, undoubtedly the register would be helpful in a trading sense and other traders would welcome it. It would render such information available to people who would be trading — maybe ordinary individuals who would be trading with the company, but also other trading companies along the same lines not connected with but engaging in commercial transactions would welcome the disclosure of that information. On balance, it would appear that we are making a mountain out of a molehill.
I would also like clarification from the Minister. I can understand the motives behind this. Equally, I can understand the amendment tabled by Deputies Barrett and Bruton. If, on the one hand, the Minister's interpretation might resolve a problem, might eliminate difficulties such as those discussed here apropos events that have taken place in the last few days, it might also create a difficulty for small firms in that their ready identification of the location of shares and this information being readily available to a possible predator, might render it much easier for a predator to gain control of a company with a view to takeover and so on. Would it not be much more beneficial to the person involved or interested in taking over a company to be able to get ready information as to the location of the shares and perhaps be in a position, for one reason or another, to bring extraordinary pressure on a member, a director, or directors by virtue of his access to that information in such a ready way?
I accept the Minister's point — that one needs to know who is behind very big companies very frequently for reasons such as he gave, the public interest and so on. In very small companies, I do not know that there is a really great need to know; perhaps there is. What about inserting a financial limit and saying that, above a certain size, of turnover, for example, one must disclose all this information? Why apply it to the very small company?
I am not adverse to a threshold. It is not that easy. I would not like to agree to it off the top of my head because were I to do so one would discover there would be a web of companies used in order to avoid it. The shareholders will be in companies with a minimal turnover, or could be. In turn, they would have subsidiaries who might have a very substantial turnover. They could claim that they were under the threshold whereas in effect, they would not be. I could consider if that could be done in a way that would prevent people evading it and allow the bona fide small people not to have to comply. The difficulty is that in the past when efforts were made to accommodate genuine cases, those legislative efforts to accommodate genuine small cases were utilised by others for improper purposes which were not envisaged by the legislation. For that reason I would prefer not to have loopholes, particularly if it does not create an onerous burden. I really do not think it does.
With respect to Deputy Durkan, I do not know that it is wrong that somebody should know who is the actual owner of a company if they are going to trade with it. The question of the takeover of private companies is very rare because, in most cases there is not much point because they are too tightly controlled. Unless one gets the real owners to sell, one is wasting one's time because a minority in a private company is no good.
The section is fairly complex but what are sometimes called creative shareholding methods need sophisticated counter measures. The counter measures in this group of sections are perhaps a little more sophisticated than section 190. That is necessary. I would ask the Deputy to accept that, we hope, they are not more sophisticated than is absolutely necessary.
In view of what the Minister has said, is the Deputy prepared to withdraw that amendment?
We will go down through the sections and we will see how onerous these requirements are in practice. The committee will then be in a better position to see whether they want to apply all of these to private companies. To allow that to happen, I will withdraw the amendment with the obvious intention of reintroducing it if there is any question of these provisions being too onerous for a smaller company.
Amendment, by leave, withdrawn.