FIRST REPORT
Download First Report
The focus of the First Report is on simplification. The general objectives of the report are that the reformed and streamlined companies code should be effective, intelligible to company law directors and shareholders, and that the law should reflect how business is actually transacted. The report reflects throughout its 195 individual recommendations the Review Group's concern to maintain creditor and shareholder protection. The big idea at the heart of the report is to replace the public company (plc), by the most common type of company, the private company limited by shares, as the standard type of company. This will accord with the actual reality that 89% of all companies are private companies limited by shares. This will bring the advantage, particularly to small and medium sized businesses, of clarity and relative simplicity in the regulatory and compliance regime.
Preface
This includes the Foreword by the Chairman, Glossary of Terms, Committee Structure and Table of Contents.
Chapter 1: Introduction
Outlines the approach of the Review Group to the report and sets out the context of company law review in Ireland.
Chapter 2: Executive Summary of Recommendations
Is a summary list of all 195 recommendations in the report, with a reference in each case to the appropriate paragraph of the report where the recommendation is set out.
Chapter 3: The Simplification of Irish Company Law
Sets out the basis on which Irish company law should be simplified and restructured. It proposes the new model company at the heart of Irish company law, the new model company, and outlines the framework for the consolidated Companies Act having regard to the new model.
Chapter 4: Simplification Corporate Governance
Sets out the Review Group's proposals for simplifying corporate governance.
Chapter 5: Simplification Creditor Protection
Sets out the Review Group's proposals for simplification having regard to the principle of creditor protection.
Chapter 6: Simplification Shareholder Protection
Sets out the Review Group's proposals for simplification having regard to the principle of shareholder protection.
Chapter 7: Simplification Incorporation and Registration
Sets out the Review Group's recommendations on how to simplify the incorporation and registration of a company.
Chapter 8: Simplification Criminal Acts and Omissions
Sets out the Review Group's proposals for the simplification of offences and penalties under the Companies Acts, notably through the consolidation and recategorisation of offences.
Chapter 8:Schedule of Offences
This schedule contains the entire list of offences currently applying under the Companies Acts and the Group's comments and recommendations on each of them.
Chapter 9: Simplification Prospectuses and Public Offers
Addresses the issue of perceived anomalies in the law relating to public offers of securities and makes a number of recommendations to resolve these.
Chapter 10: Corporate Capacity and Authority
Analyses the case for reform of the law on corporate capacity and authority and concludes by recommending the end of the ultra vires doctrine for private companies limited by shares. These companies would instead have the legal capacity of natural persons.
Chapter 11: Directors and Other Officers
Sets out a number of recommendations on directors and other company officers. The most significant of these are that the fiduciary duties of directors should be set out in the main company law statute.
Chapter 12: Corporate Litigation
Makes the case for the dedicated treatment of business-to-business and business-to-state litigation in the Irish Courts system through establishment of a Commercial Division within the High Court with a Companies List within this.
Chapter 13: The Regulation of Insolvency Practitioners
Examines the case for the regulation of insolvency practitioners (receivers, liquidators, and examiners) in Ireland and concludes that this should be done through the mechanism of Recognised Professional Bodies.
Chapter 14: Auditors
Sets out the observations made by the Review Group in November 2000 on the recommendations of the Review Group on Auditing.
Chapter 14: Annex I
This contains the Company Law Review Group's comments on the recommendations in the Report of the Review Group on Auditing
Chapter 15: Mitigating the Effects of Strike-off for Creditors
Addresses, in the context of an increased rate of strike-off of companies for failure to comply with the filing of their returns, the issue of how to mitigate the consequences of strike-off for creditors.
Chapter 16: Investment Companies
Examines the application of company law to investment companies and concludes that the establishment and operation of all forms of investment funds (whether investment companies, unit trusts, investment limited partnerships and whether UCITS or non-UCITS) should be provided for distinct from the Companies Acts by means of a Collective Investment Schemes Bill.
Chapter 17: Consolidation
Sets out the structure of and the provisions for inclusion in the proposed consolidated companies act, such consolidation to be undertaken after the restructuring and reform recommended in Chapters 1-16.