OTHER DEVELOPMENTS
Use Of US GAAP Extended
The exemption contained in the Companies (Miscellaneous Provisions) Act 2009 (the "2009 Act") allowing the use of US GAAP by certain Irish companies has been extended. The 2009 Act was introduced to facilitate a number of US companies who had re-domiciled into Ireland and thereby established new top holding companies in Ireland but publicly listed in the US.
The Companies (Amendment) Act 2012 (the "2012 Act") provides for an extension in relation to the use of these principles for such companies from financial years ending at the latest on 31 December 2015 to financial years ending at the latest on 31 December 2020. The restriction on the use of this facility to four years is also removed.
The use of the provision is permitted on the basis that the use of those principles in the preparation of the relevant company's accounts does not contravene any of the provisions of the Companies Acts.
The provisions will apply to specified beneficiary companies whose securities are not traded on a regulated market in the European Economic Area (the "EEA"), whose securities are registered with or who are subject to reporting to the US Securities and Exchange Commission (the "SEC") and who are existing eligible beneficiaries under the 2009 Act.
The second category of beneficiary companies are effectively new entrants into Ireland, being companies who have not yet filed or incurred an obligation to file accounts with the Irish Registrar of Companies and whose securities are registered with or who are subject to reporting to the SEC and have not traded on a regulated market in the EEA on 4 July 2012, the date on which the 2012 Act passed into law.
Update On Companies Consolidation Bill
A complete draft of the legislation which will consolidate and simplify Irish company law is expected to be published later this year. Pillar B of what will, when enacted, be the Companies Consolidation Act will contain provisions regulating unlimited and other types of companies and follows the publication last year of Pillar A which deals exclusively with private companies limited by shares.
It is expected that a significant number of the provisions contained in Pillar A will apply in a similar manner to the types of companies to be dealt with in Pillar B, including the provisions permitting companies to have a single director and for companies with more than one shareholder to dispense with the requirement to hold an annual general meeting.
Following publication of the full draft bill, it is expected that the legislation itself will be enacted by the end of 2013. Matheson Ormsby Prentice continues to be involved in shaping this new legislation, which has been led primarily by the work of the Irish Company Law Review Group (of which one of our Partners is a member).
Temporary Agency Work Act In Effect
The Protection of Employees (Temporary Agency Work) Act 2012 has been signed into law. Most of the provisions of the Act are deemed to have come into effect on 5 December 2011 and the remaining provisions came into effect on 17 May 2012.
The Act gives effect to Directive 2008/104/EC on temporary agency work and for that purpose amends certain existing legislation. The purpose of the legislation is to give equal treatment in terms of basic working and employment conditions for temporary agency workers as if they were recruited directly by the hirer to the same job.
New Patents Act
The Patents (Amendment) Act 2012 has been signed into law and now requires the making of the necessary commencement orders by the Minister for Jobs, Enterprise and Innovation.
The purpose of the Act is to make the necessary changes to the Patents Act 1992 so as to provide for ratification by Ireland of the London Agreement. The London Agreement aims to reduce the costs to applicants of the patent process by reducing the requirements to file translations of granted patents under the European Patent Convention (EPC).
EUROPEAN UNION DEVELOPMENTS
Directive 2012/17/EU - Interconnection Of European Companies Registers
The European Commission has published Directive 2012/17/EU on the interconnection of central commercial and companies registers. The purpose of the directive is to improve access to company information across the European Union and to improve channels of communication between the Member State company registers.
For access to a copy of Directive 2012/17/EU, please click here.
Draft Regulation Published To Replace The Clinical Trials Directive To Simplify Rules Relating To Clinical Trials
The European Commission has proposed a draft regulation which will replace the Clinical Trials Directive (Directive 20/2001/EC). The purpose of the regulation is to reduce the high costs and red tape associated with clinical trials and to facilitate better harmonisation of the rules that apply across the European Union.
For access to a copy of the draft regulation, please click here.
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