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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

LANDWELL Bulletin: Managing in a Downturn

August 2009 - Corporate & Commercial. Legal Developments by Landwell.

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As we are all well aware this is the most turbulent climate for business both nationally and internationally, that any of us have experienced. We have therefore focused this bulletin on areas where we believe we can help you take decisive steps to manage the issues that are required to get through the downturn and be properly prepared for the future.

The Companies (Amendment) Act 2009

August 2009 - Corporate & Commercial. Legal Developments by Landwell.

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The Companies (Amendment) Act, 2009 (the “Act”) was signed into law on 12 July 2009. The Act provides for signifi cant changes to company law compliance and enforcement. It gives increased powers of search and seizure to the Offi ce of the Director of Corporate Enforcement (“ODCE”) and expands disclosure obligations with regard to transactions between a company and its directors (including specifi c changes for licensed banks). The Act also relaxes the requirement that at least one director of an Irish company must be resident in the State.

Irish Merger Control: Review of Key Developments in 2008

A 47% Year-on-Year Drop in the Number of Deals Notified: Reflecting the global decline in merger activity, the number of deals notified to the Competition Authority fell to 38 in 2008, a 47% decrease from 2007, when 72 deals were notified, and a more than 60% decrease from the 2006 peak of 98 notified deals.

E-Discovery

January 2009 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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Unlike the United States, which is leading the way in relation to e-discovery and where the disclosure of electronic data has become standard procedure, as of yet there is no standard protocol or practice direction issued in relation to e-discovery in Ireland. Despite this fact, Irish lawyers are beginning to appreciate the invaluable nature of electronic data which can be retrieved and used in commercial litigation.

Ireland: A gateway to China and Japan

January 2009 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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Ireland's favourable tax treaties with China and Japan, regarding capital gains, mean that it is increasingly seen as a jurisdiction of choice for making equity investments in those countries. While there are a number of tax efficient Irish structures available for making such investments, we have concentrated solely for the purposes of this article on Ireland's holding company regime.

Incorporation of a Company under the Irish Companies Acts 1963-2006

December 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The Companies Acts 1963-2006 (the "Companies Acts") provide the statutory framework for the life of

an Irish company from incorporation to liquidation.

The principal forms of business entities in Ireland are: (1) limited liability companies (private and public); (2) unlimited liability companies; (3) general partnerships; (4) limited partnerships; and (5) branches of foreign entities.

Negligent Misstatement

December 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The majority of professionals are aware that the provision of negligent advice or a negligent misstatement may expose them to liability. However, such professionals may not be aware of the extent of their potential liability.

Negligent misstatement relates to a representation of fact, which is carelessly made, and is relied on by another party to their disadvantage.

Office of the Director of Corporate Enforcement

December 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The aim of the Office of the Director of Corporate Enforcement (ODCE) is to improve the compliance environment for corporate activity in Ireland by encouraging adherence to the requirements of the Companies Acts 1963 to 2006 and bringing to account those who disregard the law.

Seven Deadly Sins of Electronic Communications Regulation in Ireland

November 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The utopian internal market where obstacles to the provision of electronic communications services are eliminated is attractive. Consumers benefit from choice and quality for effectively priced communications services while electronic communications providers enjoy fairer competition and greater legal certainty.

The Benefits of Collateral Warranties in Commercial Developments

November 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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A collateral warranty, in the context of a commercial development, stands alongside a principal agreement, usually a contract and/or a letter of appointment. The need for collateral warranties arose because, in general, the party that commissions a building and has it erected is not the party that carries the burden if there is a defect in the building.

The Discovery Process in Ireland

November 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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“The Discovery process compels pre-trial disclosure in civil proceedings of relevant documents in the possession or control of another party, or occasionally a non-party”. [Civil Procedure in the Superior Courts, Delaney and McGrath, Roundhall Sweet and Maxwell, 2001 ].

The most significant purpose of discovery was set out recently by Justice Geoghegan in the Supreme Court where he indicated that the discovery process was not to enable the settlement of a case but to provide a party with the necessary ammunition to fight a case. Marie Taylor .v. Clonmel Healthcare Limited [ 2004 1 IR 169 ].

The Private Company – No longer a legislative afterthoughts but the New Model for Irish Company La

October 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The draft Companies Consolidation and Reform Bill 2007 (“the Bill”) presented by the Review Group (CLRG) represents a major overhaul of Irish Company Law and is an attempt to consolidate the thirteen Companies Acts and various Statutory Instruments into a single and more simplified piece of legislation. The new draft Bill is the result of the first comprehensive review of Irish Company Law since the report of the Company Law Review Committee (1958) and when enacted will radically reform the substance and structure of Company Law.

Credit Crunch: The Impending Litigation Wave

October 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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When a client hears from a corporate or financial services partner the words “You need to talk to a litigation partner”, shivers usually are sent up their spines. For a long number of years that sense of unease was caused by the client getting involved in a process which they felt was foreign to them, took up too much time, was governed by, in their mind, arcane rules and was financially onerous. It was perceived to be a rollercoaster ride that one could not get off until the end.

Corporate Insolvency in Ireland

October 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The primary legislation governing the law of corporate insolvency is contained in the Companies Acts, 1963 to 2006 and the Conveyancing and Law of Property Act 1881.

New Dawn Rising

September 2008 - Corporate & Commercial. Legal Developments by Landwell.

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Edward Evans looks at some developments in Irish company law that will effect all Irish companies.

Cross-Border Mergers

September 2008 - Corporate & Commercial. Legal Developments by Landwell.

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The EU Directive on cross-border mergers (which was required to be implemented here by December 2007) is soon to be transposed into Irish law and will present an important new structuring option for Irish companies.

The Companies Consolidation and Reform Bill

September 2008 - Corporate & Commercial. Legal Developments by Landwell.

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The “Bill” is scheduled for publication in mid to late 2009 and enactment in 2010. It will represent the most radical overhaul of Irish company law in over forty years and, with over 1,200 sections, one of the largest pieces of legislation in the history of the State. The Bill will establish a more modern and user friendly corporate legal framework in Ireland and will enhance Ireland’s attractiveness as a place to do business.

Best Endeavours

September 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The terms “best endeavours”, “reasonable endeavours” and “all reasonable endeavours” are commonly used by solicitors in the drafting of agreements and contracts. When making use of these terms, it is key to have an understanding of their precise meaning and to also be aware of the obligations their inclusion place on clients.

Newsletter - Spring 2008

August 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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Financial Services Update; Corporate Law Update; Taxation Update; Real Estate/Property Law Update; Maritime Law Update; Listing Update.

Newsletter Summer 2008

August 2008 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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Financial Services & Banking Law; Employment Law; Property Law; Dispute Resolution; Corporate Law; EU and Regulatory Affairs; Listings

Insider Dealing

April 2006 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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VI IRISH COMPANY LAW UPDATES INSIDER DEALING

In late December, Ms Justice Laffoy issued her long-awaited judgment in the Fyffes? multi-million euro insider dealing action against Jim Flavin and his company Development Capital Corporation Plc ("DCC") and two of its subsidiaries.

Consolidation of (a) Irish Company Legislation and (b) Irish Financial Services Legislation

February 2005 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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(a) The Tᮡiste and former Minister for Enterprise, Trade and Employment, Mary Harney TD, has started a major new initiative to reform, restructure and update company law in Ireland. The Government has approved the drafting of a single principal Companies Bill to replace the existing companies code, composed of ten Acts of the Oireachtas plus a substantial amount of secondary legislation. The task of drafting the new Companies Bill is being undertaken by the Company Law Review Group. The general scheme of the new Companies Bill is available to view at http://www.hometown.ie/clrg.

European Company Statute Enters Into Force

February 2005 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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On 8th October, 2004, the European Commission announced the entry into force of Council Regulation (EC) No. 2157/2001 on the Statute for a European Company (the "Regulation"). On the same date a related Directive on worker participation also came into force. An underlying motive behind the Commission's efforts to create a supra-national form such as the European Company was to encourage the formation of larger companies with greater economies of scale to compete more effectively on the global market with their American and Japanese counterparts. The Regulation is intended to remove the legal obstacles to the development of European Companies otherwise known as SEs (from the Latin "Societas Europaea"). SEs can be set up in one of four ways:

Implications of the New Anti-Money Laundering Directive

February 2005 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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A Proposed Directive on the "Prevention and Use of the Financial System for the Purpose of Money Laundering including Terrorist Financing" was published by the European Commission at the end of June. This Directive will replace and repeal the existing 1991 Money Laundering Directive (91/308/EEC), which was amended in 2001 (2001/97/EC). The principle purpose of the Directive is to ensure the consistent application of the new Financial Action Task Force ("FATF") 40 Recommendations (June 2003) across all Member States. The EU Presidency has indicated that it will give priority to the Directive and technical discussions are due to commence shortly. Member States will be required to transpose the Directive within 12 months of its entry into force.

Companies (Auditing and Accounting) Act, 2003 (the "Act")

February 2005 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The Office of Director of Corporate of Enforcement ("ODCE") recently published both a Consultation Paper and Draft Guidance on the obligation of Company Directors to prepare a Compliance Policy and Annual Compliance Statement under Section 45 of the Act. The draft guidance explains the implications of the new provisions and will assist directors in preparing for, and complying with, their new obligation to prepare Compliance Statements.

Data Protection Guidelines

February 2005 - Corporate & Commercial. Legal Developments by Dillon Eustace.

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The Data Protection Commissioner has issued the following useful guidelines which are available on the website www.dataprivacy.ie:

  • Guidelines for the contents and use of Privacy Statements on Websites;
  • What is Personal Data?; and
  • What is Manual Data and what is a Relevant Filing System?

For further information on the above, please contact Paula Kelleher or any other member of our Regulatory and Compliance Department.

Outsourcing Contracts - Key Issues

February 2005 - Corporate & Commercial. Legal Developments by Landwell.

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In recent years, the number and size of outsourcing deals in Ireland has grown. This is primarily due to an increased emphasis on reducing costs and the realisation that outsourcing can result in growth and be cost effective. Outsourcing transactions are complex, both in terms of the negotiation process and commercial understanding and the subsequent delivery of services over what will usually be a period of years.

Directors Compliance Statements - Burden or opportunity?

February 2005 - Corporate & Commercial. Legal Developments by Landwell.

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The Burden

Section 45 of the Companies (Auditing and Accounting) Act 2003 (the "Act") will when it is brought into force, require the Directors of all plc's and large private companies to include two Compliance Statements in their report in the annual financial statements. In the Act large private companies are defined as being those with gross assets in excess of ?7.62 million and turnover in excess of ?15.2 million.

Company Directors - Insuring Against Risk Update

February 2005 - Corporate & Commercial. Legal Developments by Landwell.

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Section 56 of the Companies (Auditing and Accounting) Act 2003 ("Section 56") amends existing legislation so as to clearly facilitate for the first time in Ireland, Directors and Officers ("D & O") Insurance.

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