As I look at this Bill, there is one straight clause of liberalising character, that is Section 3. It is one section that we had that meant something taken away from the Department of Industry and Commerce. The excepted matter in Section 2, which has just been passed, is something that is under the control of the Minister. The certificates of exemption in clause 5 are something under the control of the Minister. This was the straight course open to everybody as long as he complied with certain conditions. It is the pivotal section in the whole legislation. The rest are still under the control of the Minister. People have to live in the shadow of the Minister. In this there was a straight course for people who complied with certain conditions. If they complied with certain conditions, they could become excluded companies. As anything else, they have to look for favours. That is the way I am putting it. This, then, was a straight course to take business here in certain ways, without having to bother about where the capital comes from. One of these conditions is that they must have a quotation. Then we see that the Stock Exchange are given complete control of that. Am I not right in that? If they refuse the quotation, that finishes the matter. They then have to hook off to the Department to see can they get exempt or excluded. As far as this section is concerned, it is blocked by the Stock Exchange.
It is no answer, when I make that case and say we are giving certain privileges to outside bodies, to say that they can refuse a quotation to anybody. They can refuse quotations in the ordinary course of business, but I do not think that just entirely what they say goes, that there is no way of challenging it. I cannot say positively, but I have the belief that the other is the situation.
As I have already remarked, we do not say to the Stock Exchange, "You are to operate by a certain majority, to operate by a certain committee; you are to give consideration to various matters" and tell them what matters to give consideration to. We do not say any of these things on which, if they gave precise answers, one could see whether they were behaving in a proper fashion or not. Their answer is just simply, "No, we will not give you a quotation" and that is the end of it.
The sub-section which relates to them is:—
"The company shall furnish to the Stock Exchange such information, in relation to that class of shares, as that Stock Exchange may require to enable it to determine whether such claim is or is not well-founded."
That is, the claim that they would bona fide give an issue to Irish people. The stock Exchange ask whatever questions they like on that and, if the company fails to furnish the information or if the Stock Exchange is not satisfied that the claim is well-founded, it will not grant the quotation.
I do suggest that that is bringing the Stock Exchange into a position that it never occupied before and in respect of what I call the most important section, the pivotal section in the whole bit of legislation. That is the reason why I thought, apart from the constitutional matter that I have raised, that it is not the proper thing to do to give that power to the Stock Exchange. I cannot suggest a way out. I should like to know what suggestions were made from the draftsman to the Minister and the Minister's instructions, to see if there is any middle way. I do not like to suggest that the Stock Exchange should report to the Minister and that the Minister should be satisfied with their decision. I do not want it brought back that way. But here is an outside body with no association whatever with any of the three powers of Government, the legislative body, the executive body or the judicial authority, and you tell them that they are to decide and that we will accept their decision.
The Minister's second argument is that the Stock Exchange would not be likely to act in this matter if they thought there was an appeal to the court to say whether they were right or wrong. I have never associated arrogance with the Stock Exchange or certainly with any members that I have met. Why should they be annoyed if there was a right of appeal given? There is a right of appeal from all the courts up to the highest court. There is a right of appeal from every lower court to the one above it, or sometimes skipping one. Why not an appeal against Stock Exchange decisions? There are all sorts of people placed in important positions and even when important matters are handed over to tribunals there is such a thing that they may have gone outside their power or have acted contrary to natural justice and the matter can be referred to the courts and these people do not feel rebuffed by the thought that now and again some people may challenge their verdict.
If, however, the view is that the Stock Exchange would be so horrified at the thought that anybody would question their findings, then we had better do without the Stock Exchange and get some other body. I do not know if the Stock Exchange have said that or if it is just a thought of the Minister or, probably, only a debating point. If that is the case, we need not bother about it any more.
I am more interested in the amendment I put down now than when I merely thought to raise this matter of the powers given to the Stock Exchange, but, having heard the arguments made against me, I feel that this should be pressed and that there should be a right of appeal or would the Minister think of associating a judicial person with the Stock Exchange in such determination, having, say, one judicial assessor giving him special powers with regard to the matter?
The Minister has not answered me. I doubt if there is any other occasion in our legislation where we have built up an Act around a particular set of circumstances and given an outside body the power to declare that one of those circumstances has not been fulfilled and, therefore, giving that outside body an authority or power to nullify the whole effect of the liberalising legislation.
