Indispensable volume on company law


An essential book for anyone whose business it is to know and to implement or operate Irish company law

Thomas Courtney, a partner in Arthur Cox solicitors, is well known for his authorship of the leading Irish textbook on company law, The Law of Private Companies, the most recent edition of which was published as far back as 2002.

In the intervening years, Dr Courtney has chaired the Company Law Review Group, a statutory body entrusted with the task of reporting annually on areas of company law that require reform.

Moreover, the review group has, over a number of years, been drafting a new Companies Act that will codify all company law in Ireland. The scheme of a Bill for this new Act has already been published and it is widely anticipated that the Bill proper will be initiated in the Oireachtas in the very near future with a view to its passing into law, on a conservative estimate, sometime in 2014.

Dr Courtney is playing a unique and valuable role, not merely in relation to company law, but in the development of our legal infrastructure to make Ireland a very good place in which to establish and carry on enterprise. Few people have had the privilege of both devising our laws and commenting on them in the form of authoring the acknowledged leading textbook in the field.

On this occasion, Dr Courtney is joined by two co-authors, Brian Hutchinson, who collaborated in the second edition, and Daibhi O'Leary, who is supplying legal and accountancy perspectives.

The new Companies Bill will repeal and consolidate all 16 statutes which currently constitute the main corpus of our company law as well as a large variety of statutory instruments. The new bill will also enact as statutory law equitable rules relating to company law.

For the first time, the primary model of the company in legislation will be the private company. The 1963 Act used as its primary model public companies and dealt with private companies as exceptions. As the Company Law Review Group argued, the private company is the de facto norm, and therefore it makes eminent sense that our company law provisions reflect that reality.

The new Bill will have more than 1,400 sections and its first 15 parts will be concerned with the private model of company.

Apart from providing an authoritative text and commentary, the third edition brings together a considerable amount of case law, Irish and foreign, between its covers. It goes without saying that this book is indispensable for anyone whose business it is to know and to implement or operate Irish company law.

To accommodate the huge volume of material in a manageable, single volume is a considerable task, even from the point of view of the publisher. Running to more than 2,200 pages, The Law of Companies has to be printed on the finest of papers to avoid a multivolume format.

Even though it is authored by a person concerned intimately with the process of company law reform in his capacity as chairman of the Company Law Review Group, the third edition avoids what many practitioners sometimes find a little self-indulgent and distracting - namely, tendentious commentary on possible reforms.

By designing the third edition in a manner which foreshadows the probable structure of the new Bill, the authors have ensured that when the new Bill finally becomes law, a fourth edition should follow in very rapid order.

In 1998, Mary Harney, as minister for enterprise and employment, asked me to chair a group to advise government on company law enforcement and compliance.

It was a privilege, in that context, to serve on the same group as Tom Courtney. His intimate knowledge of the subject and his huge energy, not to mention his interpersonal skills, were major contributors to the success of that group and of the legislative initiatives which it recommended. One of them, the statutory Law Reform Review Group, has prospered because he has given generously of his time to act as its chairman in its vital work.

The recent transformation of Irish company law which began in 1998 is on the cusp of consummation in the enactment of the new Bill.

It is a pleasure to record and acknowledge a simple truth concerning all of this extremely worthwhile change - it simply would not have happened without Tom Courtney.

The third edition, now named The Law of Companies, hardly needs any recommendation from me in order to succeed to its rightful position as one of Ireland's leading legal textbooks. It will sell itself to a wide variety of readers across the professions, academe and the business world.

All that said, The Law of Companies is a formidable achievement in terms of authorship and publishing and a real credit to Courtney, Hutchinson and O'Leary, and a source of pride for their colleagues and friends.

The Law of Companies - Third Edition (2012), Thomas B Courtney, Bloomsbury Professional (€225)

Michael McDowell SC was chairman of the Working Group on Company Law Compliance and Enforcement, a former attorney general, and former minister for justice.

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