Director Factsheets

Parent Company Liability for a Subsidiary’s Operations: Latest Judicial Guidance

This Factsheet looks at the latest judicial guidance regarding parent company liability for a subsidiary’s operations. It also looks at a number of matters that commercial groups of companies (including those with subsidiaries in multiple jurisdictions) ought to bear in mind. This Director Factsheet is courtesy of McCann FitzGerald.

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Brexit: An Overview of Legal and Regulatory Implications

This Factsheet provides a detailed overview of the legal and regulatory landscape from the Irish perspective, since the UK left the EU on 31st December 2020. This Director Factsheet is courtesy of McCann FitzGerald.

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Improving the Effectiveness of the Nomination Committee

This Factsheet addresses the Nomination Committee and how to improve its effectiveness. It looks at factors to consider and the findings of a 2020 study. This Director Factsheet is courtesy of McCann FitzGerald.

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Dawn Raids: Survival Guide

This Factsheet addresses Dawn Raids and the required internal procedures that need to be place for dealing with unannounced inspections. This Director factsheet is courtesy of McCann FitzGerald.

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The Brexit Deal: Impact on Financial Services

This Factsheet addresses the EU-UK Trade and Cooperation Agreement and how it impacts financial services. This Director Factsheet is courtesy of McCann FitzGerald.

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COVID-19 Vaccinations: Essential Considerations for Employers

This Director Factsheet addresses key questions and answers for employers around the rollout of the COVID-19 vaccine, as well as the next steps for employers. This Director Factsheet is courtesy of Eversheds Sutherland.

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Effecting Transactions: The Importance of Being Authorised

This factsheet looks at the importance of adequate and proper delegation of powers to act and, in particular, delegation of signing authorities when physical meetings cannot happen and when key individuals are unavailable.This Director Factsheet is courtesy of McCann FitzGerald.

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Job Titles Aren’t Everything When It Comes To Wrong-Doing

Where a company is found to have committed a crime, personal criminal liability can follow. This factsheet considers an important test devised in the Supreme Court. This Director Factsheet is courtesy of McCann FitzGerald.

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How to Reduce Black Friday Cyber Fraud

This Director Factsheet outlines tips to raise with staff concerning the threats of Black Friday online shopping, including cyber fraud/scams. This Director Factsheet is courtesy of Mazars in Ireland.

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Be Brexit Ready: Irish Corporate Structures

Approaching the end of the post-Brexit transition period, certain corporate structures will need to be reviewed to see if they are still effective for their intended purpose. This Director Factsheet is courtesy of McCann FitzGerald.

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D&O Insurance: Important Questions to Ask…

D&O insurance is not like car or fire insurance. It is specialist insurance so specialist advice is essential. This Factsheet outlines some key elements to be mindful of with D&O insurance. This Director Factsheet is courtesy of McCann FitzGerald.

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COVID-19 and Remote Working: What Do You Need to Know as ..

The factsheet addresses employment obligations; employment law considerations; health and safety obligations; and more. The Factsheet is courtesy of Eversheds Sutherland.

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Diversity and Inclusion Must Add Up for Successful…

It has been recognised that one of the most effective ways to enhance corporate governance is by having a diverse board.This Director Factsheet is courtesy of McCann FitzGerald.

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A Director by Another Name: the De facto Director

A director is any person who occupies the position of director, by whatever name called. This Director Factsheet is courtesy of McCann FitzGerald.

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Directors’ Travel and Subsistence Expenses

Every company will have its own policy on the type of expenses that will be reimbursed to directors when travelling to attend board meetings. This Director Factsheet is courtesy of McCann FitzGerald.

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Board Decision-Making: Can we not meet?

This Factsheet addresses how and when it may be possible for directors to act by way of a written resolution instead of holding a meeting.This Director Factsheet is courtesy of McCann FitzGerald.

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Directors of Companies in Financial Difficulty

Under the Companies Act, it is the responsibility of the directors to ensure their company keeps proper books and records.This Director Factsheet is courtesy of McCann FitzGerald

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Directors’ Declarations of Solvency: Proceed with Care

This briefing looks at issues a director should consider before making the equivalent Irish-law declaration of solvency as part of the summary approval procedure.This Director Factsheet is courtesy of McCann FitzGerald.

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Appointing a Director: Issues to Consider

This briefing considers some of the legal requirements and issues to consider in the appointment process. This Director Factsheet is courtesy of McCann FitzGerald.

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Resigning from a Board: Issues to Consider

There are a number of important matters for a director to consider when they resign.This Director Factsheet is courtesy of McCann FitzGerald.

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Companies Act 2014: Board Meetings

This Director Factsheet is courtesy of McCann FitzGerald

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Companies Act 2014: Directors - Duties of a Director

This briefing provides an overview of the principal Act-related changes that are likely to be relevant to a director of a company in Ireland when assessing his or her duties. This Director Factsheet is courtesy of McCann FitzGerald

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The Not-for Profit Sector and COVID-19

This Director Factsheet addresses two core areas that are of particular relevance to directors on Non-profit boards. This Factsheet is courtesy of Davy and Arthur Cox.

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Corporate Liability for Corruption Offences: Reminder

This factsheet looks at how companies and their officers can reduce the risk of such liability arising. This Director Factsheet is courtesy of McCann FitzGerald

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Governance Obligations: Agenda Items

This briefing is to briefly remind directors of some annual governance obligations. This Director Factsheet is courtesy of McCann FitzGerald.

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Brexit and Corporate Structures: Planning for…

This Factsheet addresses areas that all directors should be aware of in light of Brexit: the legal presence; considerations, such as having an EEA resident Director; and branch operations. This Director Factsheet is courtesy of McCann FitzGerald.

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The Directors’ Report: Checklist of Contents

This briefing sets out some of the key statements and information for inclusion in the Directors’ Report. This Director Factsheet is courtesy of McCann FitzGerald.

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Non-Executive Directors: A Special Role

The non-executive director (“NED”) has become a key player in corporate governance. This Director Factsheet is courtesy of McCann FitzGerald.

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Update: Company Registers, Records and Returns

This factsheet looks at some of those legal obligations for directors to consider. This Director Factsheet is courtesy of McCann FitzGerald.

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Managing Subsidiaries: A Balancing Act

This briefing looks at some risk areas for directors and parent companies where too much control is exercised over a subsidiary and at some practical steps to achieve a balance. This Director Factsheet is courtesy of McCann FitzGerald.

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Intra-Group Transactions: Some Recurring Legal Issues for Directors

This briefing covers some material legal issues for directors to consider arising from the relationship of companies in a group. This Director Factsheet is courtesy of McCann FitzGerald.

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Evidential and Legal Professional Privilege issues..

This Factsheet looks covers the treatment of privileged content within minutes of meetings, and the steps that must be taken for the formal minutes of meetings to be treated as evidence in civil and criminal trials. This Factsheet is courtesy of McCann FitzGerald.

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The Role of the Managing Director/Chief Executive

The managing director/chief executive is responsible for the performance of the company, as dictated by the board’s overall strategy. This Director Factsheet is courtesy of McCann FitzGerald.

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The Role of the Audit Committee

An audit committee is an essential component of any well-managed company (other than a particularly small entity). This Director Factsheet is courtesy of McCann FitzGerald.

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The Role of Chairperson and Chief Executive

The chairperson and CEO exercise important roles in the corporate governance structure of a company. This Director Factsheet is courtesy of McCann FitzGerald.

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The Role of Board Committees

This briefing explains the role of the board in relation to certain usual committees: the audit committee, the nomination committee and the remuneration committee. This Director Factsheet is courtesy of McCann FitzGerald.

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Corporate Governance in the Private and Public Sectors

Views on what effective corporate governance should deliver can differ according to whether an entity is in the private or the public sector. This Director Factsheet is courtesy of McCann FitzGerald.

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Dawn Raids: Tips for Preparation and Management

To minimise disruption and risk to the business, it is important that directors ensure that there are clear internal procedures in place for dealing with unannounced inspections. This Director Factsheet is courtesy of McCann FitzGerald.

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Procedure for Removing a Director

The office of director may be vacated by operation of a legislative provision, upon his or her death or under a provision in either the constitution of the company or of a shareholders’ agreement. This Director Factsheet is courtesy of McCann FitzGerald.

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Whistleblowing and the Protected Disclosures Act 2014

The Protected Disclosures Act 2014 (the “Act”) was commenced on 15 July 2014. This Director Factsheet is courtesy of McCann FitzGerald.

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COVID-19: Considering a Virtual AGM in 2020?

This Factsheet relates to the Companies (Miscellaneous Provisions) (COVID-19) Act 2020 (the “Act”), that came into force from 21 August 2020. This Director Factsheet is courtesy of McCann FitzGerald.

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Companies Act 2014: Company Administration

This briefing provides an overview of the principal changes that came into force with the Companies Act 2014, in particular, the private company limited by shares with a share capital (an “LTD”) and the designated activity company (a “DAC”). This Director Factsheet is courtesy of McCann FitzGerald

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Companies Act 2014: General Meetings

While much of the law relating to general meetings is unchanged by the Companies Act 2014, it has introduced some important reforms. This Director Factsheet is courtesy of McCann FitzGerald.

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Companies Act 2014: Directors - Transactions with the Company

This briefing provides an overview of these principal changes in the Act that are likely to be relevant to a director of a company in Ireland. This Director Factsheet is courtesy of McCann FitzGerald.

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Joining a Board: Due Diligence for the Company and the Director

A board of directors’ key purpose is to ensure the company’s prosperity by collectively directing the company’s affairs, while meeting the interests of its shareholders and other relevant stakeholders. This Director Factsheet is courtesy of McCann FitzGerald.

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Cyber Security: What Boards Need to Know

The Factsheet addresses the challenges to cyber security and why they are an issue, as well as three main principles to look at. This Director Factsheet is courtesy of Mazars Ireland.

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COVID-19: New Changes to Company Law

This Factsheet relates to the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the “Act”). This Director Factsheet is courtesy of McCann FitzGerald.

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Helpful ODCE Guidance for Directors and Liquidators..

This  Director Factsheet addresses the recent guidance outlining the implications of COVID-19 on its insolvency related functions from the  Office of the Director of Corporate Enforcement (ODCE). This Director Factsheet is courtesy of Hayes solicitors.

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The Programme for Government: What Should..

This Factsheet outlines some of the key policies from the Programme for Government that will be of interest to employers.This Director Factsheet is courtesy of McCann FitzGerald.

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Update on Residential Rents and Terminations

This Factsheet addresses the ‘Emergency Measures in the Public Interest (Covid-19) Act 2020’. This Director Factsheet is courtesy of McCann FitzGerald.

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Returning to Work Safely – The Roles and Responsibilities of..

This Briefing Factsheet addresses the Governments’ ‘Return to Work Safely Protocol’ and the Safety, Health and Welfare at Work Act 2005. This Director Factsheet is courtesy of ByrneWallace.

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Five questions for Your Financial Reporting

This Factsheet addresses cash flow projections, recoverability of assets, and the implications for contracts. It also includes a 10 point checklist for board consideration.  This Director Factsheet is courtesy of PwC.

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COVID-19: Safe Returns for Compliant Business

Businesses need to prepare plans, adapted for their particular circumstances, to facilitate their re-opening and the return to work of employees. This Director Factsheet is courtesy of McCann FitzGerald.

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Understanding Directors’ Legal Responsibilities, Assessing….

This Factsheet includes insights on the economic outlook; directors’ duties; and insolvency, including an insolvency test.This Director Factsheet is courtesy of Grant Thornton Ireland.

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Absorbing the Shock of COVID-19 in the Financial Services..

This Factsheet includes insights on: long term refinancing operations; quantitative easing; bank dividend freeze; counter cyclical capital buffer; payment breaks; and more. This Director Factsheet is courtesy of Mason Hayes & Curran.

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COVID-19: Directors’ Duties and Compliance Considerations

This Factsheet includes insights on directors’ responsibilities, key areas on protecting the business, and compliance. This Director Factsheet is courtesy of McCann FitzGerald.

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Shareholder ‘Say on Pay’ Now Mandatory in Ireland

This relates to the Shareholder Rights Directive 2017/828 (“SRD II”). This Director Factsheet is courtesy of McCann FitzGerald.

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Navigating the Crisis: A Spotlight on Business..

This Factsheet includes insights on preparing plans for the short-medium term; examinerships; schemes of arrangement; and much more. This Director Factsheet is courtesy of Duff & Phelps.

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Corporate Governance and COVID 19 - Practical..

This Factsheet includes insights on mitigation of risks, risk review; financial reporting; AGMs; annual returns and insolvency. This Director Factsheet is courtesy of Ken Casey of Hayes solicitors.

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COVID-19: Contingency Planning for AGMs

Company directors and secretaries are well advised to modify their usual planning for their company’s annual general meeting (“AGM”) in light of the threat posed by the evolving COVID-19 situation. This Director Factsheet is courtesy of McCann FitzGerald.

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Considerations That Could Help your Business From Our..

This Factsheet addresses what business owners should be doing to position themselves for the immediate challenges due to COVID-19. This Director Factsheet is courtesy of Mazars in Ireland.

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Continuity Planning Amidst a Pandemic

This Factsheet addresses the importance of continuity in the face of a pandemic, and the methodology of Mazars’ business continuity pandemic resilience programme.This Director Factsheet is courtesy of Mazars in Ireland.

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The Return of Cash is King

As Coronavirus continues to spread around the world, businesses have to respond to the disruption caused to their workforce, supply chains and projected cash flow. This Director Factsheet is courtesy of Mazars in Ireland.

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COVID-19: Taking Board Decisions without Meeting

This Factsheet outlines some helpful insights on what options are available to Directors in the absence of face-to-face meetings.This Director Factsheet is courtesy of McCann FitzGerald.

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Interests in Shares and Debentures - Know When to..

Under the Companies Act 2014 directors and secretaries (“officers”) are obliged to disclose to the company certain interests in shares and debentures of the company or a group company. This Director Factsheet is courtesy of McCann FitzGerald.

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Company Stationery: Essential Requirements

A company incorporated under the Companies Act 2014 (the “Act”) must publish certain particulars on its business stationery and display its company name. This Director Factsheet is courtesy of McCann FitzGerald.

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Legal Proceedings: The Importance of Company…

A company incorporated under the Companies Act has its own legal personality and can institute legal proceedings in its own name. This Director Factsheet is courtesy of McCann FitzGerald.

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