Ceisteanna—Questions. Oral Answers. - Company Law Reform.
asked the Minister for Industry and Commerce his proposals for the reform of company law; when it is expected that legislation to implement the Fifth EC Directive on Company Law will be introduced; and if he will make a statement on the matter.
Comment on this
(Limerick East): The reform of company law is a matter which is kept under constant review in my Department in order to identify and legislate for any shortcomings in existing legislation, to implement changes resulting from EC Company Law Regulations or Directives, and to ensure that company law is as up-to-date and as effective as possible. There are a number of proposals to change company law being processed in my Department at present. Among these proposals are a Bill to tackle abuses of limited liability, and legal measures to implement various EC Company Law Directives.
Among the EC measures awaiting implementation in this field are the Third and Sixth Company Law Directives dealing, respectively, with certain types of mergers and divisions of public limited companies, and the Eighth Directive dealing with the qualifications of auditors.
As regards the second part of the Deputy's question, the draft Fifth Company Law Directive has not yet been adopted by the Council of Ministers. Indeed, the proposal is still at a very early stage of negotiation at official level in Brussels, and it is likely that it will be quite some time before this initial examination of the proposal is complete. Thus, the question of legislation to implement it in Ireland does not arise at the present time.
Finally, of course, I should refer to the Companies (Amendment) Bill, 1985, which has just completed Committee Stage in the Dáil. This Bill is intended to implement into national legislation the requirements of the EC's Fourth Company Law Directive dealing with the content and publication of annual accounts of public and private limited companies. As this matter is currently before the House, I do not propose to comment any further on it at this stage.
Comment on this
Could the Minister indicate when the Bill which the former Minister, Deputy Cluskey, indicated was ready will be introduced? I understand that that Bill dealt with fraudulent trading and directors.
Comment on this
(Limerick East): The Bill will involve matters such as investigation of companies' ownership and dealings in shares, transactions and behaviour of directors, the circumstances in which they should be disqualified from participation in the running of companies and aspects such as new legal methods of dealing with companies experiencing temporary trading difficulties. It is complex legislation. It has approximately 190 sections. Because of its size and complexity as well as other urgent parliamentary business, it is difficult to put an actual date on it but work is proceeding as a matter of priority in my Department with a view to an early publication date.
Comment on this
Before he resigned the former Minister, Deputy Cluskey, indicated that this legislation was ready. Is the Minister indicating to us now that that Bill has been altered in some way or that it will not be the same Bill as the former Minister left behind him? If so, at what stage will these amendments be completed and introduced into this House? Will it be during this session?
Comment on this
(Limerick East): Any legislation is complex and obviously a Bill dealing with aspects of company law with 190 sections in it is an extremely complex one. As the Deputy is very well aware, it moves from a statement of intent to the heads of a Bill. This is followed by complex drafting within the Department and the Attorney General's Office. It is at the final stages of drafting at present and it is my hope that it will be published before the summer recess. I am not going to make an absolute commitment on that but that is the intention.
Comment on this
Is the Minister now telling us that the Bill was not ready for publication when the former Minister resigned?