Léim ar aghaidh chuig an bpríomhábhar

Dáil Éireann díospóireacht -
Tuesday, 11 Apr 1978

Vol. 305 No. 3

Mergers, Take-overs and Monopolies (Control) Bill, 1978: Second Stage.

I move: "That the Bill be now read a Second Time".

The Mergers, Take-overs and Monopolies (Control) Bill, 1974, which lapsed on the dissolution of the last Dáil, contained provisions for the control of mergers, take-overs and monopolies. The need for the introduction of controls of this nature was recognised some time before the emergence of the 1974 Bill but, unfortunately, it did not prove possible to bring our proposals for such control to fruition. I feel it is desirable to proceed with this legislation without further delay.

The reasons for the proposed controls have not altered much since their inception. Notwithstanding the depressed conditions through which industry has been, there have continued to be take-overs of industrial and commercial businesses and with the revival of the economy an increase in merger activity may be expected.

The arguments in favour of judicious merger activity are valid and indeed weighty. This has in fact been recognised by the Government in the Industrial Development Act, 1977, which provides a positive form of assistance to enable Irish firms to engage in planned and orderly restructuring. Such judicious mergers can achieve important economies of scale; underutilised resources can be switched to sectors where optimal use can be made to them; efficiency can be improved; sluggish management can be revitalised; rationalisation of production and marketing can be achieved.

One does not, therefore, require very much convincing that merger activity can be, and indeed has been, beneficial to our economy. I trust, therefore, that these proposals will not be viewed, as some commentators have suggested, as an inhibiting factor in the further strengthening of Irish industry, but rather will they be seen as a necessary check against the type of merger activity which is motivated by considerations other than those which achieve the effects I have referred to.

As the House is aware, the object of some mergers can merely be the elimination of competition with possible adverse effects on productive efficiency and allocation of resources and, ultimately, restrictions in consumer choice and higher prices to the consumer. Other undesirable objects could be the milking of profits from a business which has built up large reserves or even the run-down of a perfectly viable industry by assetstripping. Mergers so motivated can do great harm not only to persons immediately affected but to our economy as a whole and for this reason Government controls as proposed are essential.

Mergers, therefore, may be good or bad. I believe that in our circumstances the great majority are likely to be beneficial, but the need remains to distinguish these from the minority of cases which would be positively harmful. It is necessary to have some quick means of distinguishing the good from the bad, and I am convinced that the decision should rest with the Minister for Industry, Commerce and Energy. In view however, of the substantial powers which are thus vested in the hands of the Minister it is considered not only desirable but essential that there should be established a framework involving various checks within which the Minister must operate.

The first constraint on the Minister in the exercise of his powers will of course be the criteria set out in the Schedule of the Bill in respect of which a decision on a proposal must be considered. Additionally, the Minister may not decide against a proposal unless it has been examined by the Examiner of Restrictive Practices and has been the subject of an inquiry by the Restrictive Practices Commission. In this way the Minister will be considering the matter in the full knowledge of all the facts of the proposal.

Finally, and most importantly, the Minister's decision to prohibit a proposal will be by way of an order which must be laid before the Houses of the Oireachtas and must be annulled if a resolution to that effect is adopted by the Houses within 21 days of the order being laid before them. I am satisfied that this framework allows of the most expeditious control while containing at the same time sufficient checks against arbitrary use of ministerial power.

Another area of concern which arises from the proposed controls, and to which I have referred, is the possibility of delays resulting from the procedures laid down in the Bill and the possible consequential discouragement of even the most desirable merger. I am very conscious of this danger and I have tried to frame the Bill on lines which would minimise it. The procedures created by the Bill are to be brought into operation only where the Minister contemplates the possibility of prohibiting a proposed take-over. In other cases the machinery need not be activated at all, and it is the intention that in the majority of cases the go-ahead will in fact be given in a number of days. In cases where an immediate go-ahead cannot be given and where the procedures set out in the Bill have to be put in motion, it will be the intention to reach a conclusion as quickly as possible. Deputies will have noted that the maximum time available for this purpose has been cut from nine months in the 1974 Bill to six months in this Bill, but I want to stress that this is a maximum time and that normally a period of three months or less should suffice even in the minority of more difficult cases.

In connection with this maximum period within which the Minister may act, I should like to point out now that I will be introducing an amendment on Committee Stage to provide that where a person who is under investigation by the Examiner of Restrictive Practices seeks, by virtue of the application of section 8 (2) of the Bill, a declaration from the High Court that the investigation is not warranted, the relevant period may be extended by the period during which the request for a declaration lies before the court. While it is accepted that such an extension could be of a substantial duration, the proposal should not cause any concern for persons who are willing to comply with reasonable requests for information in relation to a proposed merger and I have no doubt but that in the majority of cases which will be referred to the examiner for investigation the persons concerned will come within this category.

The main provisions of the Bill are summarised in the explanatory memorandum which has been circulated and I do not therefore intend to go into any great detail at this stage except to say something about the criteria in the Schedule to which I have already referred. These criteria are of course of utmost importance as it is by these that proposed mergers and take-overs will be judged. The extent to which they would be likely to restrict competition and their possible effects on the continuity of supplies and services must be considered. As regards the latter criterion I should point out that the phrase "supplies and services" was originally qualified by the word "essential" but I have deleted this qualification as being too restrictive and possibly inducive of problems of definition. As regards employment, it will be noted that we will not be solely concerned with the effect of proposals on present employees of enterprises concerned in a proposed merger but also with the much broader aspect of the possible effect on national policy for employment. Accord with national policy for regional development is also a matter to be considered more especially when one envisages a merger which would involve the transfer of certain resources away from a depressed area to one which was already well provided for. Other criteria, which are for the greater part carried from the 1974 Bill, include plans for the rationalisation of the industry, improved efficiency in a number of respects and the interests of shareholders and partners in the enterprises.

Finally, I have added a new criterion to the Schedule—the interests of consumers, which, while these are perhaps already catered for to varying degrees in some of the other criteria, I feel are deserving of explicit reference.

In order to complete the picture in so far as mergers or take-overs are concerned, I should refer briefly to the EEC aspect. When my predecessor addressed the House at this Stage of the 1974 Bill he referred to the EEC Commission's vigorous line in defence of competition, the various methods already available to the Commission to facilitate effective implementation of this policy and the proposed regulation on the control of concentrations which will provide powers in relation to proposed mergers not unlike those which this Bill proposes. Discussion on this proposed regulation, which was submitted to the EEC Council in 1973, has proved to be very protracted and, in fact, decisions have not yet been reached on matters basic to the proposal, such as the principle of premerger control, the field of application and the decision-making procedure. However, in view of present trends in discussion relating to the scope, it appears that the regulation, when finally adopted, will affect only very large mergers, so large in fact that it is most unlikely that any proposed all-Irish merger will be affected. It is, therefore, essential that we should, on the domestic front, supplement the measures to which we shall be party on the international front.

My comments so far have been confined to the merger/take-over aspects of the Bill and, as Deputies are aware, the Bill applies also to monopolies. The Restrictive Practices Act, 1972 already provides for controls on undesirable practices of monopolistic concerns. Under this Act the Minister for Industry, Commerce and Energy is empowered to regulate and prohibit practices that may be engaged in but it is the general experience that statutory controls may be rendered at least partially ineffective where a particular market is dominated by one, unitary concern or undertaking. It is, therefore, as necessary to provide powers to restore competition by breaking up monopolies as it is to preserve competition by controlling mergers and take-overs.

I am not suggesting, however, that all monopolies are undesirable and should be broken up. On the contrary, in an economy the size of ours it is inevitable that there should be monopolies within the meaning of the Bill, that is to say which provide more than one-half of the goods or services of a particular kind in this country but it does not follow that these monopolies are abusing their dominant positions. The fact is, however, that given the existence of monopolies the possibility exists for certain undesirable market behaviour. It would be unwise not to recognise this and to provide for remedial action where necessary.

The proposal in this Bill in relation to monopolies is to amend the Restrictive Practices Act, 1972 to provide, by adding to the powers conferred by it, the power to break up a monopoly. As with the other decision-making powers in this Bill, this power is conferred on the Minister but it is subject to control by the Houses of the Oireachtas in that any order made by the Minister under this Bill relating to a monopoly will be subject to confirmation by Act of the Oireachtas before it has the force of law.

I mentioned earlier that this Bill contained much of the Bill introduced by my predecessor. I should now like, however, briefly to draw attention to a number of further changes contained in the present Bill and to which I have not already referred. First, the 1974 Bill was so worded that, apparently unintentionally, a take-over of a firm below the threshold sizes set by the Bill would have been caught by the Bill in certain cases. I have corrected this by providing that the Bill applies only where two firms—which would normally be the acquiring and the acquired firms—are above the statutory limits of size. The Bill also provides a protection for the seller of shares who, when disposing of his shares, may not be aware that an effect of the purchase of those shares would be such that notification of the proposed sale should have been made to the Minister. The purchaser of those shares will now be required to make good any loss incurred by the vendor by virtue of the invalidity of the sale.

Finally, I should like to refer to the inclusion of an appeals provision which I am confident will be welcomed by Deputies. For various reasons, however, I propose to include two qualifications to the use of this provision: the first that appeals should be on points of law and the second that there should not be an appeal to the Supreme Court.

The measures contained in this Bill can be seen as an effort to ensure that Irish business will operate in a healthy competitive environment to the betterment of the economy and not as measures designed to frustrate further business development. I accordingly recommend the Bill for the approval of the House.

I must respond to the Minister's speech against the background of a certain amount of Dáil history in relation to the control of mergers, take-overs and monopolies. The Minister of State has drawn attention to the fact that the predecessor of the present Minister for Industry, Commerce and Energy sponsored a Bill here four years ago of which the present Bill is almost a photocopy. Perhaps calling it that is not doing justice to the changes which the Minister of State has outlined but it is in large measure a copy, word for word, of what the House debated on Second Stage in 1974. On that occasion both Government and Opposition were broadly in agreement that some measure of control of mergers, take-overs and monopolies was necessary. The then Minister, now Senator Keating, listened with interest and attention to the very non-partisan speeches made on both sides of the House and in his closing speech on Second Stage he made it clear that he was going to do some serious thinking in regard to various parts of the measure that had been discussed and some that were criticised by Members even on his own side as well as by Opposition Members at the time.

The Dáil moved in 1974 into a period of very intense activity, as the Chair will have reason to remember better than many other people in the House. That is certainly one reason— perhaps even the main reason— together with reasons in the Department, why the Bill made no further progress in the 20th Dáil. At the same time it would be disingenuous if I did not say that I suspect that the degree of displeasure evinced by Irish industry and business at the main thrust of the Bill played some part—I cannot say how great—in the delay which subsequently overtook the Bill. Even making allowances for the enormous volume of very contentious reforming legislation and other legislation which the 20th Dáil put through after the spring of 1974, the fact that a full three years went by without that Bill making any further progress in a sense speaks for itself.

While I have not discussed this Bill with either Senator Keating or any of the Deputies or former Ministers who were closely associated with the former Bill, it would be wrong if I were to pretend that a certain element of reserve and certain second thoughts had not intervened as a consequence of the very severe opposition displayed towards the Bill outside the House. That is as it should be. The Government elected here of which Deputy Geoghegan-Quinn is an office-holder, and indeed the Government who preceded her Government, are supposed to take notice of what the public are saying. There may be an occasion of national emergency or of severe and urgent difficulty when a Government may feel they know best and must press ahead irrespective of what leader writers and protest groups are saying, but normally it would be right for a Government to take note of what is being said. We did so in regard to the thresholds in the wealth tax legislation and other important legislation. The Fianna Fáil Government that lost office in 1973 did so in other instances, such as the Succession Bill which became law in 1965 in a very different form from that which it originally had, and the Criminal Justice Bill of the former Deputy Ó Moráin which was completely dropped, the outcome in each case being the response to very severe pressure from the public. That prefaces my feeling completely free to look at this Bill as though it had never appeared in the Dáil before and as though I had no allegiance of any kind to anything in it. I worked for a Government who sponsored a very similar, almost identical Bill but who did not go ahead with it. I feel free to assume that the degree to which the delay in the former Bill was a response to strong representations from the sections of our industrial society who were going to be affected by it entitles me to treat this whole matter as though it were tabula rasa and that I am not obliged by party, Governmental solidarity or anything of that kind to say something that I do not believe or to omit to say something I do believe.

I ask the Government in regard to this Bill if they have clearly made up their minds about what they are aiming to achieve and whether the abuses which are to be supposed in what the Minister for State said are really grave enough to warrant a measure as drastic as the one now before the House. I notice that in the 1974 debate which I have in my hand here—that Bill did not get beyond the Second Stage— frequent references were made by way of example to particularly undesirable and dangerous forms of take-over, mainly the take-over of newspapers. Newspapers are important factors in our society but, as the people working in them themselves would be the first to say loudly, they have a dimension which is more than a commercial dimension. Newspapers are a special case. They are an organ of public opinion, or so the Constitution describes them. It is not a very good description, but they do perform a role in the formation, reflecting and instructing of public opinion and they have a dimension which is completely beyond and over and above the commercial dimension of a brewery or a boot factory. If the best example that anyone can think of of the sort of merger or take-over which this legislation is designed to prevent is the take-over of newspapers, let us treat that as a special case. I will go along with that willingly. I agree completely that it is wrong that newspapers should be concentrated in too few hands. This is a field where the State ought to step in to prevent this undesirable concentration, and that interference in the ordinary market process can be justified by reference to the common good which is the more served the more free voices there are debating the more issues. Of course a multiplicity of free voices debating issues will tend to be diminished according as papers fall more and more under the control of fewer and fewer people. But that is a very special case, and if that is the fly that the Government are trying to swat— and I would support that very eagerly if that is what is in the back of the Government's mind—this Bill is far too ponderous a weapon for that job. If there are other special cases which the Government have in mind I suggest that the Government should tell the Dáil what these special cases are and whether or not there is some simpler method, one better proportioned to its target, for meeting those special cases.

The Minister of State did mention processes which are recognised to be socially wicked and undesirable. She instanced the acquisition of one company by another merely for the purpose of realising its assets, the asset-stripping process, the consequent ruthless running down of employment, the loss of employment, the social dimension of being an employer and not playing any part in the acquiring firm's calculations and so forth. She mentioned also the monopolistic acquiring of price dominance and of market cornering. I agree that these are social abuses, and I hope the House will believe me when I say that I am as far left as anyone in this House could be in my willingness to control abuses of that kind. But I question whether this is not a somewhat over-ponderous weapon for the achievement of what in a country like this are probably, in practice, rather limited aims for the moment. We may turn into quite a different State in the next generation, but for the moment it seems to me that there is not a lot of room for complaint that the public interest is being damaged by the sort of operation which this Bill contemplates. That is one thing I would like the Government side to think about in the course of this debate. What exactly are they getting at? What exactly are the abuses they have in mind? Could they make them concrete somehow so that we can see examples of what they are upset about, and could we see whether a somewhat simpler, less interfering and less ponderous method would not be a more appropriate one for doing this job?

I do not acquit the Government of a degree of muddle-headedness and of a certain element of not knowing exactly what they are about in this area, as in others. I ask them to let the Dáil know whether the Dáil can be sure that we have not here an instance of two arms—perhaps more than two but certainly two arms of State and indeed two arms of the same Department—working against each other, not perhaps absolutely in confrontation with each other but certainly not in gear. I look at the Bill before the House, at the Explanatory Memorandum and at the Minister's speech. That all comes from the building across the way in Kildare Street which houses the Department of Industry, Commerce and Energy. That is the Department responsible for the Industrial Development Authority and, indeed, the IDA grew out of what was once a cell or section of the Department of Industry and Commerce. It was the first Coalition Government who established the IDA. That work of establishing the IDA was damned from a height by the then Deputy Seán Lemass to whom so many tributes are conventionally paid in this area. He called the IDA which was being set up by the first Coalition Government "a typical product of the Fine Gael mentality." I am proud of that mentality if the IDA is a typical product of it.

The IDA have proved themselves over the years and have proved themselves as an authority who function not in Kildare Street—I use that expression of course figuratively—but as a separate authority who look to the State for funding but operate on a day-to-day basis independently. It would not be too wrong to describe the IDA as being one the Government's arms in the field of industry and, in a sense, an arm of the Department of Industry, Commerce and Energy, independent though it is.

I noted in the March issue of the IDA News, volume 4 No. 7, page 6— I did not go looking for this, my eye fell on it as I read it in the usual way —an article entitled "Rationalisation programme for Irish Industry". If the House will allow I will read the first two paragraphs—they are not long:

The need to encourage the rationalisation of certain sensitive sectors of Irish industry which would substantially improve the structure of the various industries has been under consideration by the Industrial Development Authority for some time.

It was concluded that mergers and takeovers within these sensitive sectors would help reduce direct competition between firms, strengthen sectoral bases, secure home market sales against imports and develop export potential. This would also bring about fewer firms with imports and develop export potential. This would also bring about fewer firms with improved management structures, more productive efficiency through economies of skills and stronger marketing.

That is what the IDA is all about. I do not know if they have been consulted about this Bill but I would like to be sure that the IDA—I will not say they are muzzled because of what such an expression implies and that authority cannot set up in competition with the Minister who provides the money—were asked about every section in this Bill and that their rationalisation programme will not be hampered by a Bill produced by the same Minister.

That article refers very rightly to a Bill which we passed only a few months ago—the Industrial Development Bill, 1977. Section 2 of that Bill has a side title "Grants, etc. for re-structuring of industry". The point of this section is as follows:

(1) For the purpose of promoting the re-structuring of industry, the Authority may, in the case of the acquisition by an industrial undertaking of the whole or part of another industrial undertaking or in the case of an amalgamation between two or more industrial undertakings, in addition to the powers conferred on it by the Acts—

(a) make a grant, on such terms and conditions as it thinks fit, towards the reduction of interest payable on a loan raised in connection with such an acquisition or amalgamation,

(b) guarantee the due repayment of the whole or part of the principal of any moneys (including moneys in a currency other than the currency of the State) borrowed in connection with such an acquisition or amalgamation or the payment of interest on such principal or both the repayment of the principal and the payment of such interest.

Here is a situation in which with one hand the Department, represented by the Minister of State, are trying not only to facilitate mergers and take-overs, but to pay money, our money, to effectuate them and, on the other hand, we have a very drastic Bill which, in its present form and in the form produced by the National Coalition produced very severe criticism— it cannot all be selfish and dishonest criticism—from the branch of our society the Department are supposed to be there to serve. I would like the Minister of State to tell the Dáil whether the IDA, the authority charged with our industrial development, were consulted as an authority on the necessity for this Bill in its present shape.

This party will not oppose this Bill on Second Stage or in principle. We support the broad principle of defending the people, consumers, employees and everybody else, against the effects of an abusive merger or take-over. There were some forms of mergers and take-overs which I cited and which made frequent appearances in the 1974 debate, such as take-overs of newspapers, in which a dimension of the public interest, over and above a commercial dimension, was involved. I would be shoulder to shoulder with the present Government trying to exercise some degree of control in such cases.

Having regard to the experience of hostility from industry on which we and this Government rely so heavily for the creation of employment and prosperity, my party would feel happier if that arm of our economy could be sure that legislation of this kind is running in gear with itself and that measures to facilitate monopolies and mergers— and we passed such legislation in this House three months ago—will mesh properly and satisfactorily with whatever machinery we are now creating to control and break up mergers and monopolies. That is a vital thing to do.

I am amazed that the Minister of State when reading the Minister's speech did not advert to the fact that only a few short months ago we were voting to empower the IDA to spend money for doing the very thing we are now trying to put under a form of control. The encouragement of rationalisation of industry is correct and the control of abuse of mergers is correct but I would wish these two functions to be properly geared and meshed with one another.

The 1977 Act was referred to in the speech.

I am sorry. I missed it. When I get a copy of a Minister's speech I sometimes try to read ahead and frequently I miss something. Where was it?

On page 1, the third paragraph.

We support the principle of this Bill but we will try on later Stages to improve the mechanism which this Bill seeks to apply to mergers and take-overs. I want to make a few general observations. It will be on these observations, apart from trying to marry these two legislative measures better, that our amendments will be based.

The first observation I want to make, and this was implicit in something the Minister said, is that the scale of Irish business is very small. The scale of everything in this country is very small. When I hear people talk about wealth—I think the Government were criminally foolish in proposing to abolish the wealth tax—and violent attacks being made on wealth by commentators or politicians, I wonder if they have any conception of how little wealth there is in Ireland by comparison with how that word is understood elsewhere. The same goes in regard to the scale of business.

We have no business which ranks within the top 500 businesses in Europe. In other words, a list of the 500 largest enterprises in Europe will not contain one single Irish enterprise. That point needs to be noticed, and, parallel with that is the fact that since Irish industry is small and in many ways vulnerable it needs a firm home market and home base but in order to give it the maximum capability and to get the maximum good from its home-market base it may require rationalisation of the kind that this Bill is designed to control.

I am inclined to agree with the Confederation of Irish Industry that the thresholds proposed in this Bill and a fortiori those proposed in the other Bill—although the difference could be explained partly by inflation and by the effect of the lapse of four years— over which control is to be exercised are too low. The Confederation of Irish Industry estimate that the thresholds at present levels might affect as many as 1,000 businesses. Of course there are businesses that are in a situation of near monopoly and whose operations would obviously affect the consumer. These businesses are so big that anything in the nature of a running down of employment would mean a heavy loss of jobs. However, businesses here are not big by European standards and any measure or net that will catch the top 1,000 Irish businesses will involve relatively small concerns. It is proposed that a business and the enterprise proposed to be acquired will be caught if the turnover is not less than £2.5 million. It is not necessary to stress that turnover is not the same as profit. The profit of a concern may be only a tiny percentage of the turn-over.

I should not be surprised to learn that there are publichouses, especially some of those vast concerns in the city suburbs that have seating for up to 2,000 people, in respect of which the turnover is approaching the figure proposed for the threshold. I cannot be sure about that but I expect that some of those concerns have turnovers approaching that figure. Certainly, that will be the situation if inflation continues during the next few years even at its improved rate. I wonder whether we ought to be thinking in terms of operating control of this kind on concerns which are not really of national significance or even of very great local significance when measured against a turnover of that dimension.

Another point raised by the CII, and one which was raised here in 1974 during the debate on the last Bill, is the delay which the operations of the examiner, possibly of the Restrictive Practices Commission, may involve. The maximum delay has been reduced in this Bill from nine to six months. That is still a long delay and I shall be endeavouring to persuade the Government to make further economies in their time arrangements in this regard.

A further problem I have with the Bill although I can see that an almost similar problem existed with the previous Bill, arises from the criteria in the Schedule. These are criteria for the purposes of sections 7 (b) and 9 (2), the sections on which the merger or take-over is to be either permitted or forbidden. It seems that a couple of these criteria may be mutually exclusive. I understand and appreciate that very often a government must deal with a problem in which it must have regard to two different values which are in conflict. Consequently, a government must effect a balance between the two. However, there should not be presented blandly in a Bill criteria which are a potential conflict without saying how this conflict is to be resolved. To illustrate my point I shall read the paragraphs concerned. Paragraph (c) reads:

The extent to which the proposed merger or take-over would be likely to affect employment and would be compatible with national policy in relation to employment.

That is a value or an objective that we all support. We are all keen on keeping down unemployment and on trying to reduce it. Any government criterion that is directed towards protecting employment is good but we must ask how the criterion in paragraph (c) assorts with the criteria in paragraphs (e) and (f). Paragraph (e) reads:

The extent to which the proposed merger or take-over is in harmony with the policy of the Government relating to the rationalisation, in the interests of greater efficiency, of operations in the industry or business concerned.

Paragraph (f) reads:

Any benefits likely to be derived from the proposed take-over or merger and relating to research and development, technical efficiency, increased production, efficient distribution of products and access to markets

These are all very well but rationalisation is very often a euphemism for laying off people, for making a machine do the work done formerly by a man or perhaps by two men or even by ten men. It is a euphemism frequently for trying to get more production from fewer people. It is a method for paying wages to fewer people, keeping costs down in that way. The same can be said in regard to the matter mentioned in paragraph (f).

A government operating any kind of policy must weigh up the advantages against the disadvantages in order to strike balances but in regard to this Bill which will be read thoroughly by business people I can hear them asking what kind of Department are running this aspect of government when they try to tell the business community how to run their concerns while the criteria pari passu is giving preference to one over another and are so blatantly in potential conflict.

I am not trying to imply that these criteria are totally of this Government's making. A similar situation existed in the former Bill. Regarding the other criteria there is a presupposition of the existence of things that do not exist and that, too, will be a bone that will stick in the business throat and will convince people that the Government and the Department do not know what they are at. The criteria in paragraph (d) reads:

The extent to which the proposed merger or take-over is in accordance with national policy for regional development.

Where is the national policy for regional development? Have we got such a policy? The Minister made reference to run-down areas of the country. What is a run-down area of the country? Would it be Leitrim or Dublin, for instance?

I hear nowadays that priority must be given to concentrating more on employment in Dublin, not because Dublin is shorter of amenities or is more poverty stricken than Leitrim but because it has a far worse unemployment problem and one which has social dimensions. There are urban problems of all kinds of which unemployment is the greatest possible aggravator. If I were a businessman contemplating a merger or permitting myself to be taken over I should look at this Bill and ask myself about all the talk of national policy for regional development. Can I buy a copy of that policy in the Government Publications Office? Is it in print? How can I discover by looking at the Minister's speech whether I am in a run-down part of the country? Is it Dublin, which we now understand is to be the target for maximum employment effort, or is it Leitrim, which is, as it was in our grandparents' time, the poorest and most underdeveloped county? I should like to know which it is. My livelihood would be at stake. It is all very fine for a Minister or a journalist simply to note that we have an eye on regional development but we have not a regional development policy. If we have, I am not aware of it. If it is there at all it changes from day to day and from year to year. I would be resentful if my lawful business, in which I did not have to tip my cap to anyone, were to be subjected to a policy of regional development which did not exist.

The Minister referred to "the interests of the shareholders and partners in the enterprises involved". Since when is the Minister for Industry, Commerce and Energy an expert on the interests of shareholders? Has he staff capable of advising shareholders where their interests lie? That is the kind of empty pretentiousness which, if I were a businessman, I would find enraging, as though there were not already legal and professional mechanisms for protecting shareholders and their interests. Where is the expertise which will be at the disposal of the Minister for taking a particular view as to interests of shareholders? Is that expertise superior to the expertise which the law already provides in that regard? These things were in the former Bill as well and if that Bill had gone through I hope they would have taken a hammering from some side of the House along the lines I have adopted here.

A further problem with the Bill is a point to which the CII draw attention. I interrupt what I am saying to venture a guess that the first part of the Minister's speech was hastily rewritten yesterday or today in order to take account of the submissions of the CII. The Government are quite right to pay attention to what the CII say. My evidence is that this part of the Minister's script seems to have been typed by a different typist, as several clues show, and there is a strongly defensive note which is absent from the latter part of the speech. In their submission on this Bill the CII state:

However, it should be noted that Irish legislation cannot control direct sales of a firm from outside the State on the Irish market if the firm does not have an establishment in Ireland. The Bill would, therefore, control providers of goods and services with an establishment in Ireland but can have no control over external companies which sell on the Irish market without going through an Irish establishment.

I do not want to use violent language but if the CII are right—and they seem at first blush to be so—the Bill will have a discriminatory effect not against outside enterprises but against our own enterprises.

I am not very keen on the provision in section 2 (5) (a). This occurs in a section which is laying down money thresholds above which control will operate and, by implication, below which control will not operate. It is being represented to the Dáil that anything with a turnover of less than £2.5 million or with assets under £1.25 million will not be affected. Section 2 (5) (a) states:

Where he is of opinion that the exigencies of the common good so warrant, the Minister may by order declare that, notwithstanding subsection (1), this Act shall apply to a proposed merger or take-over of a particular class specified in the order and, upon the making of such an order, this Act shall apply to a proposed merger or take-over of that class.

Note the phrase "exigencies of the common good" dragged from the entrails of Article 43 of the Constitution. That means that the Minister does not have to pay any attention to the thresholds mentioned in subsection (1). If he makes an order it will have to come before each House of the Oireachtas and an affirmative resolution will have to be passed.

The Deputy will have an opportunity on Committee Stage.

I understand that. I was just outlining my reservations about the Bill. The machinery of section 2 (5) (a) confers a somewhat excessive arbitrary power on the Minister and I will consider proposing an amendment to cut down that power.

The note on which I want to end is one of puzzlement. I cannot understand exactly where this Government are going in relation to the private sector and private enterprise. The National Coalition Government, who went through a most appalling period of recession on stage, with the IRA off stage, were considered, wrongly, to be in the grip of unnamed and unidentified left-wing ideologists. I do not know where the idea came from and it may be that by faulty public relations we helped it. They were certainly not Labour members of the Government or Labour Deputies. We paid the political penalty for allowing that idea to spread and not effectively countering it and I make no complaint about that. The concomitant effect was that the party which beat us was supposed to be the businessman's friend. They demonstrated that by an act of criminal political foolishness in proposing the abolition of the wealth tax in the budget. There were other measures of which I strongly approved designed to help industry. They were not spectacular and were of the kind which Deputy Richie Ryan had adopted in his 1977 budget. A couple of spectacular moves of that kind, the most spectacular being the abolition of wealth tax, entrenched the Government in the minds of commentators and the public as the friend of wealth, the friend of "let it rip free" enterprise. I considered that their action in regard to wealth tax was extremely foolish and wrong. Though I cannot prove it, I believe their action in that regard probably added a point or a couple of points to the figure achieved in the National Pay Agreement, a very high price indeed to pay in jobs for the abolition of the wealth tax.

In a concerted series of speeches— I have never seen them so well orchestrated—by Ministers from the Taoiseach down, private enterprise were told the ball is now in their court, that the Government had, as indeed they had, bent over backwards to make life easy for them; that the Government had, as indeed they had, showered benefits on them of a kind previously unimagined, and that it was now up to them. The voices over the weeks and months became shriller and shriller and the demands on the private sector became more and more specific. They were told they were the ones to create the jobs. Now we are getting the reaction. In the past week the chairman of a company which curiously are themselves the product of the most spectacular take-over or merger we have ever had——

Would the Deputy relate this to the Bill?

I should be glad if you would allow me to go into a broader piece of water. I want to relate the Bill, if I can, because I think it is the product of muddle-headedness on the part of the Government, to the Government's general strategy in regard to the private sector. The private sector are beginning to resent—this is clear from the statement of the chairman of Cement—Roadstone Holdings having the baby pushed into their arms. They are quite happy to hold on to the benefits the Government offered them but they resent being made the job-makers, the whipping boys, as the chairman of that company described them, if the jobs do not materialise. And the jobs are not materialising.

The job figures published this morning show that between the end of March 1977 and March 1978, the year-on-year improvement, in spite of the world upturn and the expansionary 1977 budget of Richie Ryan and the expansionary measures which this Government have undertaken and for which they have claimed miraculous results, is 4,900-odd. A month ago it was nearly 6,000, still very far from the Government's target. Ministers bellowed that figure truculently across the floor of the House. The figure is now 4,900 and I do not know what it will be next week or the week after. I know, though, that the private sector are getting worried about the tone of Ministerial speeches pushing, as the Germans say, into their shoes the responsibility for job creation. The Cement Roadstone chairman asks what about the agricultural sector, the service sector, where are their responsibilities, why are they not being lectured in the same tone as private enterprise?

It shows a pitiable simplicity on the Government's part if they seriously imagine that flesh and blood, particularly flesh and blood that has been through the furnace of the business world and therefore a good deal tougher than yours or mine, will feel a lively sense of moral obligation to take on more workers than a businessman needs, and therefore to increase his operating costs, make his goods less competitive and cut his profits as a gesture of thanks to Deputy Colley——

This is entirely irrelevant.

——for having abolished the wealth tax. If the Government think the private sector will reward the Government by creating a lot of jobs which they would not otherwise have created, which their business instincts would have told them they should not create, they are making a big mistake, and I will not be sorry for the Government when they are found out, because there was not a world at the time of the election about this responsibility of the private sector: it was simply a question of returning that party to office and, as the manifesto had it, there were tens of thousands of secure jobs waiting to be created by the exploitation of our natural resources and by other means which the silly, musty old Government which I worked for were too stupid to see. That is the message that put us out of office and I will not be a bit sorry when that bird comes home to roost.

Where are the Government going in their relations with the private sector? They flattered private enterprise and poured benefits on them on 1 February. Since then there has been a crescendo of demands on them to create jobs which they otherwise would not do. There is no one better than a businessman to decide for himself. There is none in the Minister's Department who is better able to know than he when he needs an extra pair of hands, and the idea that he will create what otherwise would be unnecessary jobs to please any Government, even though the businessman may be a Fianna Fáil supporter, is insane, and a Government who base their strategy on that expectation are soft in the head.

At the same time, the Government still hold themselves out as being the businessman's friend, the supporter of the private sector and so forth. What will the private sector say, if this Bill leaves the House in its present condition, when it is hung around their necks as well as the responsibility to provide jobs? Though we support the Bill in its broad object of defeating abusive and undesirable mergers and take-overs, its operation may be the opposite to being conducive to employment and industrial expansion. The world of business will feel that this is a puzzling, unexpected and unwelcome extra burden to thrust on them at this time.

I do not wish to go back over what I have said, but I will briefly summarise the last part of it. The main social, political, economic target of this Government and of the Government which went before them is the reduction of unemployment to a figure which would reflect a situation of full employment. That campaign does not seem to have worked. We said it could not be done in the way this Government propose to go about it. The private sector are being saddled more and more shrilly every day with the responsibility to do the job which the Government thought they could do themselves. The Minister opposite has flown the emigration kite as a solution.

There is nothing in the Bill about what the Deputy is dealing with.

I will not repeat all this stuff. I will conclude by saying that the Bill, though we support the general idea of controlling abusive mergers, will require amendment in order to make it mesh and gear properly with the Government's other proposals in regard to assisting rather than hampering fresh business rationalisation. The Bill will also require explanation from the point of view of letting the Dáil know where exactly the Government are going in regard to the private sector. I am puzzled about where they are going in this regard and I will be very surprised if they do not end up making the business community, among other sectors, wish that the National Coalition were in office again.

The Labour Party support the Bill. Apart from some adjustments on inflation grounds and some detail adjustments here and there, the Bill for all practical purposes is the same as that introduced by Deputy Keating in 1974. Indeed we regret the measure was not enacted in 1974. It can be argued that that was an appropriate time because then we were in a recession period, in some ways the best time to bring in legislation of that nature because it would have anticipated economic recovery and would have seen that the fruits of economic recovery were not syphoned off by some individuals who would avail of economic recovery to indulge in concentrations which would not be in the national interest.

That is water under the bridge. The enactment of this legislation reminds me of previous legislation enacted when a former Inter-party or Coalition Government were thrown out of office. I recall the health legislation which brought down the wrath of God, through the Irish Catholic hierarchy, on the head of the Minister because, they said, the legislation would destroy every cultural and spiritual value the Irish people had. At that time the Government lost control of the situation. The Minister also lost control of what he was doing and the Government found themselves out on the street. Within six months of coming back, the Fianna Fáil Party had similar legislation enacted. They cleared the way. A couple of visits to Armagh and the legislation was on the Statute Book. They did it with a great sense of enjoyment, and with a great sense of politics, working from the seat of their trousers, they managed to pass it through with the degree of blandness for which they are renowned.

We have a situation here where the CII poured scorn on the Coalition goose in 1974 and it is now a very muted piece of scorn that they are pouring on the Fianna Fáil gander, if I may put it that way. We only got a reaction yesterday from the CII. With a bit of scurrying around they dug up their objections to the Bill in 1974. I only got the document today and Deputy Kelly may well have only got it today also, and there was a hurried response from the Department, as we can see.

The criticisms are rather muted from the CII. I think they are for the record rather than having it said that when the Coalition were in power they adopted a particular stance. I think they adopted an ideological stance. They were suspicious of Senator Justin Keating's efforts in that regard. Apparently, they are now in a more muted political frame of mind.

Be that as it may, it does appear that the legislation will go through. I asked the former Minister why in the name of God it did not go through in 1974-75. Apart from indicating that there was considerable legislative pressure of work at the time, particularly in relation to natural resources, which required a great deal of attention from the Minister, together with the oil crisis, nevertheless I still have the impression that the Cabinet of the day decided it did not wish to allegedly exacerbate the situation in view of the economic recession. As a result they deferred the enactment of the legislation. That was not a wise policy because right through that period there were successive criticisms of the Government for having deferred the legislation. We knew it would have to eventually reappear. I am glad it has reappeared and I wish it a speedy enactment.

In approaching legislation of this nature one of the difficulties is the dearth of up-to-date information on mergers and take-overs. There is a degree of information available in relation to take-overs but in relation to monopolies there is a dearth of information. As a former trade union official I recall the contacts I had at the time with the Committee on Industrial Organisation and subsequently the Committee on Industrial Progress. In the early sixties and in the mid-sixties there was a great deal of information available to us in a general political sense and that information was invaluable. From the old CIO reports one could get a reasonable picture of the degree of concentration in each sector of the economy.

There is still a great need for further information. I refer in particular to the recently published report of the Restrictive Practices Commission, which is the report of studies into industrial concentration and mergers in Ireland. It is document 5601. I would refer to one recommendation of the commission because it is of considerable importance. While the report has now been published, I would point out that the recommendation was made as far back as 18 September 1975. At page 38 of the report, Chairman John Walsh and members Patrick Lyons and Charles McCarthy said:

A more comprehensive study of concentration, especially in a manner which is quantifiable, must await more detailed statistical information classified on the basis of enterprises. More immediately, however, bearing in mind some of the provisions of the proposed legislation to control mergers, take-overs and monopolies, there is need to study closely those sections of Irish industry where concentration is already high, or where it is increasing at a rapid pace, especially when this is the result of merger activity. Care must be taken to ensure that adequate powers are given to the appropriate authorities to obtain the necessary information to assist their investigations. A major problem in undertaking a study of this nature is the reluctance or indeed the refusal of firms to furnish information essential for the exercise. This would be more likely to happen where the information sought might be regarded as confidential or where it might not be readily available.

The statement goes on to suggest that section 12 of the Restrictive Practices Act, 1972, should be used to require firms to furnish the relevant information where it is available.

That form of recommendation is of crucial importance to the State in any effective monitoring or any effective enactment of the legislation. It is undoubtedly fair to say that in the 1974 to 1976 period there were a number of take-overs in industries and services. There were a number of mergers in industries where, quite frankly, if we had had that legislation the State would have been able to take a sharper look at some of the practices at that time. We did have a period during which a number of shell holding companies of a dubious nature indulged in practices which did not appear to be open to effective public scrutiny. We as parliamentarians would have legitimate reservations about the practices which were indulged in at that time. A number of these companies have gone out of business or have ceased such practices; but it is a pity that that legislation was not available at that time to prevent some of the worst redundancies and traumatic experiences which the workers in those firms were obliged to undergo during that period. If that kind of legislation had been in operation then some of the disastrous effects of the so-called rationalisations would have been prevented.

In so far as I have had an opportunity of considering it in any detail, I have taken account of the submission of the CII in my reaction to this Bill. One of the plausible and comprehensive arguments from the CII in their general reaction to the Bill is that the scale of Irish industry is small. One could list on two pages of foolscap our top 60 firms. However, that is not an argument for not having legislation of that kind, which is the crucial point. It is true and objective to say, as the CII suggest, that none of these Irish firms in the private sector would rank in the top 500 firms in Europe.

However, one can have a situation, even in a relatively small scale economy such as ours, where, in relation to a single product a small Irish company can have total control over the production outlet and can exert over a short period a massive control over the market. It appears for a while in relation to supermarket sales that a couple of groupings were about to emerge totally controlling the major wholesale and retail outlets of the country. The retail margins here are fairly tight and one would want to have one's head examined to be unduly speculative in looking for prospects to make a great deal of money in the retail business today.

I believe the undesirable concentrations which develop in any country should be mitigated to some extent by this Bill. I do not accept that because it is inherent in the initial preamble of the CII submission that because Irish industry is on a small scale that per se there is no need for this Bill. One can be a very wealthy individual in a small economy by virtually having a monopolistic or total take-over control of a situation. I believe the criteria laid down by the Minister of State in the Bill are quite appropriate.

I can see a certain validity in the argument of the CII that many foreign firms can come into the Irish market, need not necessarily establish an Irish base and can proceed on a very substantial degree of monopoly intrusion into the Irish market. They are exempted from the rigours of the Bill. This is a matter of concern and is an area within the context of our involvement in the European Community and bearing in mind the very strict limitations of action on our part in that area which is a considerable concern.

There is a daunting prospect facing us in the next five or ten years because we could become a little dumping depot on the periphery of Europe whereby some of the major multinationals would not regard the market in the whole of this country as being worth their while to set up a general manufacturing plant. Many of them may adopt a simplistic attitude of simply having, in relation to a wide range of products, half-a-dozen depots spread throughout the country and would withdraw from any interests in manufacturing. The Government should keep this aspect of the matter under very constant review.

Competition from the major foreign firms will intensify. I feel that the current degree of substitution for domestic products is a cause of very considerable concern. That particular preoccupation of the CII in the submission they made to the Government and the Opposition should be of concern to all of us. I do not accept the other objections of the CII in relation to the Bill. I believe the turn-over criteria are fair and reasonable. I also believe the asset criterion is reasonably fair on the part of the Government as well as the criterion in relation to market share.

I believe those criteria have been well examined by successive Ministers. We have had a long gestation period of looking at this Bill. It has remained in its pristine glory from 1974 on and it has become a saga in terms of legislative enactment. It is about time we sent off the vellum copy to the President for his signature.

It might be worth while looking at certain areas of the Bill during Committee Stage. I find the general principles of the Bill acceptable. Deputy Kelly criticised the appraisal criteria in the Schedule. It is wise in matters like this to have those criteria as broadly based as possible. If we take the criterion which he subjected to particular criticism and which is a bit of legislative curiosity in any Bill today, in relation to national policy for regional development, it may bring a laugh now, as it did in relation to the previous Administration, but it is the national desire that we should have an effective policy for regional development. If there was a major firm in the west giving massive employment in a particular region and if that firm were involved in a take-over or merger situation it might well be that within the context of regional economic development the Government, using that criterion, should carefully examine the situation.

There are several firms throughout the country who employ a few thousand people in concentrated regional areas. Any major disturbance of employment or mergers in one particular area can be catastrophic for that small area, even if only 500 or 600 people are employed. It is wise to build that kind of criterion into legislation even though the CII might say that national policy for regional development is a lot of hoohah since there is no national policy. That is no excuse for the Government of the day not trying to have such a policy.

Those are some of the reactions I have to the Bill. I do not accept the other criticism which was levied against the Bill that the criteria should have nothing to do with the specific protection of shareholders. I saw some queer happenings in Irish shareholdings during 1975, 1976 and 1977. Some people shifted their money to the Channel Islands and to other tax havens. There was a short sharp period in Irish development which was quite disastrous for Irish manufacturing industry and for the services sector, but there was no protection for shareholders. Some people sitting in new, well-carpeted office blocks in Dublin did not care a twopenny curse about the future of the shareholders in the companies. It is entirely appropriate that reference should be made in the general criteria of the Schedule to the rights and to the protection of shareholders. The Minister and the Department have as much right to defend shareholders in the national interest as a crowd of shareholders careering off to the High Courts. Some of them have been hanging about the High Courts over the past few years like bluebottles. They have been trying to protect their money—usually after the birds have flown. For the CII to suggest that this is a matter of company law, that it is purely a matter for the barristers and solicitors of the day, is wrong. It is not just a question of company law. It is not even a matter entirely for the Stock Exchange or a matter entirely for a code of conduct. These criteria should be there, but the State has certain entitlements on behalf of certain citizens.

There are other criteria to which there was some objection. I am amazed that it should come from the CII. They were critical about the inclusion of the extent to which the proposed merger or take-over would be likely to affect employment or would be compatible with national policy in regard to employment. There is a suggestion from the CII that that criterion is catered for in a protective sense in existing redundancy legislation and in proposed EEC legislation relating to the rights of workers. We all know that redundancy legislation is retrospective following the termination of employment. The purpose of this Bill is to hold out some prospect of controlling a prospective development which would, in effect, lessen the prospect of redundancy. Redundancy legislation simply means that the worker loses his job and gets compensation. In this case it is a question of keeping the horse in a productive stable for the time being by the State moving in. I do not accept the CII's criticism.

I appreciate that in some respects they are going through the motions. To use the current Dublin phrase, they went "bananas" when they saw Justin Keating bringing this in after being in office for a couple of months. The CII thought that they had a raving red ideological lunatic on their hands. It was bad enough to have Richie Ryan, but Keating on top of it was just too much for them, and they decided to scuttle the whole operation. They were successful. We now have a bland, almost non-political party in office, there is no problem and the Bill will go through.

The Bill is welcome. It will be law in due course, perhaps with some minor amendments. We may have to have a look at a later stage at some of the areas outlined. It is essential that the Bill should have a reasonably speedy enactment. We have a number of Senators, such as Senator Alexis FitzGerald, who are very competent. I would love to hear Senator Fitz-Gerald's views on this Bill.

I am afraid we cannot discuss the Senator's views here.

I know of no other Member in the Upper House who would be more capable of dissecting, with his great sense of humour, a Bill such as this. Deputy Kelly and myself in our own modest way in the meantime will try to be as constructive as possible. I welcome this legislation and wish it a speedy recovery.

One would have thought that the Bill was in hospital, listening to Deputy Desmond wishing it a speedy recovery.

I thank Deputies Kelly and Desmond for their contributions. Deputy Kelly gave the Bill a qualified welcome and Deputy Desmond gave it an apposite welcome. A number of the points raised by Deputy Kelly can be discussed on Committee Stage, but I will deal with some of them now. Deputy Kelly felt this Bill was a case of two arms of the Government working in opposite directions. Deputy Kelly was talking about the IDA, which in the IDA News for March issued a statement in which they set out the advantages of mergers and take-overs in Irish industry. Deputy Kelly felt that this Bill may not coincide with the IDA views and questioned whether or not the IDA had been invited to give their views on the Bill.

I assure Deputy Kelly and the House that there is no conflict between the IDA and this Bill. As I stated in my Second Stage speech, in the circumstances of Irish industry most mergers and take-overs are desirable but a minority can be harmful and undesirable. We want the type of machinery that will enable us to deal properly with each type as it arises. As Deputy Kelly pointed out, and as I pointed out in my opening speech, the IDA already have machinery for promoting desirable mergers and take-overs and their powers were strengthened in this regard last year in the Industrial Development Act, 1977. This Bill constitutes the machinery for dealing with undesirable mergers and take-overs. I cannot follow the logic of saying that because we have machinery for dealing with one type of merger or take-over we should not have machinery for dealing with the other.

Might I interrupt the Minister for a moment, if she will allow me? I just want to say this: the 1977 Industrial Development Act does not give the IDA any discretion to decide which is and which is not a desirable merger. It does not give them any function in the matter at all.

I did say that most mergers or take-overs which would come in Irish industry would be good and desirable and that therefore the IDA had the machinery for dealing with that type.

Suppose a situation in which the IDA had a big fat file on which they were proposing to spend, whereas the Minister had another big, fat file——

We could tease out these problems on Committee Stage.

I sat and listened very patiently to Deputy Kelly and I will expect him to do the same. There is no realistic possibility of any conflict between the two sets of machinery. It is very safe to prophesy at this stage that any merger or take-over engineered or supported by the IDA will receive very rapid assent indeed from any Minister of the day whether on this or that side of the House. The Deputy asked also whether the IDA had been given an opportunity of commenting on the text of the Bill. They were not. I will give the reason: Deputy Kelly is one who stands up at all times for the dignity of this House and talks a lot about breaches of parliamentary privilege if they occur. This is why the IDA were not consulted or given an opportunity of commenting on this Bill because, of course, it would be a breach of parliamentary privilege to release to them the text of a Bill before it had been circulated to Deputies here.

As the Deputy rightly points out, this Bill is not very different from the 1974 one. This Bill has been before them since 1974 and is virtually the same in all major respects. Therefore, they have had that length of time to make their comments known. I am sure that if there were provisions that concerned them, when the present Minister announced his decision to reintroduce this Bill, they would have given their comments and made their concern known. In fact, they have had no criticism to offer of the proposals.

Deputy Kelly criticised a number of the criteria contained in the Schedule. He said that a conflict may arise between certain criteria laid down. Of course, there may well be a conflict, in which case the Minister has to weigh up the pros and cons and decide. I am sure any Minister would act in the best interests of all of us because, after all, he is the person responsible at the end of the day and, if the people are not satisfied with him, they can throw him out of office. For instance, in connection with criterion (g), Deputy Kelly protests that shareholders in a firm do not need a Government Department to tell them what are their interests. We all fully agree with that. I can assure the Deputy that there is no intention in the Bill to do anything of the sort or to interfere with shareholders in any way. In the normal way I would expect that shareholders' interests would be expressed by themselves, whether in general meeting or by their board of directors on their behalf. But, if it is so expressed, then it is only fair to provide that it should be given weight along with the interests of all other people, all other groups, workers and consumers obliged to be taken into account.

It is quite wrong to read this criterion as merely a ground on which a proposed take-over may be prohibited. In fact, in the case of criterion (g) it may be a reason why the criterion should be allowed go ahead. There are nine criteria in all, some of which may point in a particular case to prohibition, while others may point to gift permission. It will be the Minister's responsibility to weigh up the net advantages or disadvantages and to act accordingly. If criterion (g) were to be omitted the Minister would be debarred from taking into account the interests of shareholders—I would remind Deputy Kelly—who might stand to gain quite handsomely from the terms of a take-over bid. It would be unfair that regard should not be had to the interests of shareholders as well as to those of others.

Deputy Kelly also thought there was some clash between criterion (c)— the protection of employment—and criterion (f)—the promotion of rationalisation. Rationalisation and generally the promotion of efficiency are absolutely essential in the long-term protection of employment. In the short term it is true to say that a certain number of people may be made redundant. It may lead to limited unemployment but, in the long run, there will be massive unemployment unless Irish industry is allowed to increase and maintain its efficiency. It will be a matter of taking an overall view of all of the criteria together in coming to a decision.

Deputy Kelly referred also to criterion (d) relating to the national policy for regional development. Deputy B. Desmond answered that objection so well it is unnecessary for me to do so at all. In his remarks Deputy Desmond referred to the Restrictive Practices Commission's report on take-overs and their recommendation that, in undertaking surveys under section 12 of the 1972 Act, they should have power to require firms to supply information. The question of the amendment of the 1972 Act in regard to this problem, which he and others have raised, is under consideration at present but I do not think it arises under this Bill.

I have not covered all of the points raised by Deputies Kelly and B. Desmond this evening. Very many of them were specific points which could be raised better on Committee Stage. I would re-echo what Deputy Desmond said—seeing that Fianna Fáil took the initiative in reintroducing this Bill so quickly after their return to office, we hope it gets a speedy passage through the House, or a speedy recovery as Deputy Desmond said. I am sure neither Deputy Kelly nor Deputy Desmond would wish to delay it unnecessarily.

Deputy Kelly spoke about the 1974 Bill and said this was almost a replica of what was sponsored by at least one of the parties in Government at that time. He made a statement in the course of his remarks which was, to say the least of it, suspicious, when he said he felt free now to treat the Bill as it had never been in the House before. He said, and I quote:

We supported the broad principle of the Bill when in Government.

I wondered if the reason for the delay or interruption of the Bill was not, as he said, because of opposition from outside the Houses of the Oireachtas but rather from opposition from within the Houses of the Oireachtas, in fact within the parties in Government. I offer that as perhaps one explanation of why the 1974 Bill was not enacted during the period in office of the previous Government. However, that is beside the point; let bygones be bygones. I hope this Bill will be got through as quickly as possible.

Question put and agreed to.

This day week? Put a day on it.

I could not agree to that. I would suggest about three weeks hence. It is a very difficult Bill. A week is the absolute minimum. Even the simplest Bill gets a week. Therefore, I would suggest this day three weeks.

I would say we should leave it to the Whips.

We must fix a date and then the Whips can decide.

Very well. Then this day week.

This day week subject to agreement between the Whips.

Committee Stage ordered for Tuesday, 18 April 1978.