Arthur Cox partner Dr Tom Courtney told NUI Galway law students last night that they should be writing as a method of learning, and in order to improve their legal skills. 

“It’s a great way to become expert in an area, by writing about it,” he said.

He himself “somewhat cheekily” wrote a textbook The Law of Companies within five years of graduating, he said. “As a solicitor, I was frustrated by the company law books that existed.

“It seemed to me that there was very little relationship to the company law that I was practising in the early 1990s in Dublin,” he explained.

“Existing textbooks did not distinguish between private companies and public companies,” he added.

Over-emphasis

The former chair of the Company Law Review Group believed that there was an over-emphasis on public listings and insider trading, given the preponderance of private companies in the country.

“I thought there was gap in the market, and I was passionate about the need to simplify and consolidate,” he explained to the NUI Galway Law Society gathering last night (2 March), during an event organised to mark its centenary.

“It was disgraceful that the legislation was so scattered,” he said, pointing to the fact that directors’ duties weren’t to be found in the act. “You had to go to law books to find out what they were,” he said.

“The overarching driver was my belief that company law was a case of the dog being wagged by the tail, because the Companies Act hadn’t distinguished between private companies and other types.”

Perspective

Dr Courtney wrote his textbook from the perspective of private companies limited by shares.

The Companies Act 2014 now deals with that sector in its first 14 parts, eliminating the need to look further, he explained.

As of December 2019, there were 232,949 companies, with no more than 40 to 50 having an equity share, which puts into proportion how small is the law relating to listed companies, he said.

“You’ll meet a guaranteed company on a day’s walk a lot quicker than you’ll meet a PLC,” he quipped.

Dr Courtney participated in drawing up the legislative response to the 2008 financial crash, which he said had threatened this country’s entire economic system.

'Scary times'

“They were very scary times,” he said, but added that working with the Department of Finance and the Office of the Attorney General on various legislative measures was the highlight of his career.

“I consider myself a fortunate lawyer to have had the opportunity to work with the people I did,” he said.

Much of the legislation that ensued was quasi-company law, he noted.

Nationalising the Anglo-Irish Bank was an act to take shares away from a PLC and turn it into a single-member private limited company, he said.