Publications : Corporate & Banking
CHOOSING A HOLDING COMPANY LOCATION? CONSIDER IRELAND
20-08-2010 - Recently Ireland’s attractiveness as a holding company location has been further enhanced. The benefits of locating a holding company in Ireland are examined in this article. The timing is apt. As a result of the downturn in worldwide financial markets, international groups are increasingly seeking to reduce costs and increase efficiency, most evidently in the areas of regulatory compliance and taxation. Often the preferred method of accomplishing these aims has been either through the relocation of the tax residence of a parent or holding company to a jurisdiction that offers the company a more favourable environment in which to conduct their financial affairs, or the incorporation of a new parent or holding company in such a jurisdiction. more...
THINKING OF SELLING YOUR COMPANY? WHAT YOU NEED TO GET GOING ON THE LEGAL SIDE
11-08-2010 - Sales of companies by way of share sales continue to be more popular in Ireland than asset sales predominantly due to the lower rate of stamp duty (1%) payable by a purchaser on a transfer of shares than on a transfer of assets (6%). However, in order for the process of selling a company to run smoothly, it is essential that the process be conducted in a controlled and well-managed environment from the outset. Setting up a data room and early notification of the proposed deal to professional advisors and banks can assist in this regard. The following preparatory steps should be considered by all prospective sellers: more...
INVESTMENT OR ACQUISITION IN AN EXAMINERSHIP PROCESS - WHAT ARE THE ANGLES?
11-08-2010 - More and more companies in difficulty are now looking to appoint an Examiner in an attempt to restructure and raise capital investment to fund the Company going forward, but what does the Examinership Process involve and what does a potential investor need to assess if considering such investment. more...
CONSENTS REQUIRED FOR ACQUISITIONS AND DISPOSALS IN THE FINANCIAL SECTOR
11-08-2010 - A direct or indirect change in shareholding in a financial institution may require prior consent from the Financial Regulator (the “Regulator”) and the legislation in this area was updated on 6 June 2009 with the transposition of the Acquisitions Directive [2007/44/EC] into Irish law by S.I. 206/2009, the European Communities (Assessment of Acquisitions in the Financial Sector) Regulations 2009 (the "Regulations”). Where the Regulator’s consent is not obtained, title to any shares or any other interest will not pass and any exercise of powers based on the purported change in shareholding may be void. more...
TEN THINGS TO CONSIDER WHEN THINKING OF SELLING A BUSINESS
11-08-2010 - There are many reasons why a decision to sell may be made, • a company may want to focus on core activities and dispose of a business that is not complimentary • certain markets may not appear attractive • the time is right to maximise shareholders value or • a family want to exit a family owned business where there is no successor. This briefing note sets out top tips on what you should consider when you have a business and you’re thinking of selling it. more...
10-08-2010 - The credit crunch has made it more difficult for suppliers to recover outstanding invoices but many are unfamiliar with a very useful provision which has just celebrated its eighth birthday and reinforces why, now more than ever, suppliers should review their terms and conditions. An implied term is inserted into every commercial transaction whereby penalty interest will become payable if payments for the commercial transaction are not made within 30 days, unless otherwise specified in a contract. The Regulations implement European Directive 2000/35/EC combating late payment in commercial transactions. more...
HOW TO ESTABLISH AN INSURANCE OR REINSURANCE INTERMEDIARY IN IRELAND
10-08-2010 - There are over 4,000 registered insurance or reinsurance intermediaries registered in Ireland. Since the transposition of the European Communities (Insurance Mediation) Regulations, 2005 (S.I. 13/2005 as amended by S.I. 161/2008) (the "Regulations"), these intermediaries can each use their authorisation to gain simplified entry for such entities to other EU countries. As Ireland favourably attracts Foreign Direct Investment (FDI), it's not surprising that there are strong reasons for establishing registered insurance or reinsurance intermediaries here. more...
SIX SIMPLE WAYS TO PROTECT YOUR BUSINESS IN THESE RECESSIONARY TIMES
10-08-2010 - Businesses are feeling the cold winds of recession as customers collapse and unpaid debtors rise. Crucial to every business is encouraging distressed customers to pay it in priority to their other creditors. There are some very simple ways for a supplier of goods to enhance its chances of recovery. Whilst the suggestions below are made specifically with suppliers of goods in mind, some of the points below can be adapted for the supplier of services or indeed for the purchaser of goods or services. more...
10-08-2010 - Two recent cases in the UK have highlighted the importance of honesty and proper disclosure in pre-contractual representations. The finding that the defendant had made a fraudulent representation resulted in personal liability being imposed on a director in one case, and in damages in excess of the contractual liability cap in the other. more...
EUROPEAN COMMUNITIES (CONSUMER CREDIT AGREEMENTS) REGULATIONS, 2010
10-08-2010 - These Regulations further integrate EU consumer credit markets and provide a higher level of consumer protection. more...
COMPANIES CONSOLIDATION REFORM BILL - THE OVERHAUL OF IRISH COMPANY LAW
09-08-2010 - The Company Law Consolidation and Reform Bill (the “Bill”) is scheduled to be introduced to the Irish Parliament in Autumn, 2011. As its name would suggest, the Bill will consolidate the provisions of existing company law and related legislation into one single act. more...
CHANGES PRESENTED BY THE COMPANIES (AMENDMENT) ACT, 2009
09-08-2010 - The Companies (Amendment) Act 2009 (“the Act”), which became law on 12th July 2009, presents a number of interesting and noteworthy changes to company legislation in Ireland. more...
09-08-2010 - A company name can be reserved. This reservation of company name facility, which allows a company name to be reserved for a period up to 28 days, is available in electronic form only and can be found in CRO’s online system, CORE. Eugene F. Collins’ company secretarial division has access to CORE and can assist you in the reservation of a company name. This reservation of company name facility can only be used for the application of new companies and cannot be used to reserve a name in respect of applications for the change of a company name (Form G1Q). more...
CAUTION WHEN PURCHASING SHARES
09-08-2010 - A prospective purchaser of shares should be aware of a new practice by of the High Court and undertake necessary searches. more...
GOVERNMENT BANK GUARANTEE SCHEME
17-05-2010 - There has been an amount of recent media coverage on what the current position is in relation to the guarantee of deposits and other obligations of Irish banks, but there still seems to be much confusion about the matter. The following summarises the current Government’s bank guarantee position. more...
ENHANCING CORPORATE GOVERNANCE IN LISTED COMPANIES
16-02-2010 - The Shareholders Rights (Directive 2007/36/EC) Regulations 2009 (the “Regulations”) became effective on the 6 August 2009 and give effect to the Shareholders Rights Directive 2007/36/EC (the “Directive”) which introduces new rights for shareholders and provides for timely access to company information. more...
THE DISTANCE SELLING REGULATIONS IN PRACTICE
01-10-2008 - The European Directive on Distance Selling (Directive 97/7EC) was incorporated into Irish Law by the EC (Protection of Consumers in respect of contracts made by means of distance communication) Regulations 2001.(S.I. 207 of 2001). These regulations have been effective since 15th May 2001, and were amended by the EC (Protection of Consumers in respect of contracts made by means of distance communication)(Amendment) Regulations 2005(S.I. 71 of 2005) (collectively “the Regulations”). more...
01-03-2007 - With effect from 1 April, 2007, the requirements to disclose certain particulars on Irish registered companies letters and order forms will be extended to include disclosure of some of those particulars on company websites and also on electronic communications (such as e-mails). more...
EUROPEAN COMMUNITIES (DISTANCE MARKETING OF CONSUMER FINANCIAL SERVICES) REGULATIONS
01-02-2005 - Directive 2002/65/EC on the distance marketing of financial services will be transposed into Irish law by the European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004 (S.I. No. 853 of 2004) (the "Regulations") on 15th February 2005. more...