Director Factsheets

Key Changes in Retirement Legislation

This factsheet outlines how Ireland’s new Retirement Act 2025 reshapes retirement at 65, strengthens employee rights to work to 66, and places stricter justification and compliance duties on employers and directors.

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EU Provisional Agreement to Limit Scope of CSRD and CS3D Corporate Sustainability Reporting

This factsheet outlines the EU's agreement to scale back its corporate sustainability reporting rules under CSRD and CS3D. The goal is to simplify regulation and reduce pressure on businesses.

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Do Your (Director’s) Duty: Considerations for Directors of Regulated Financial Services Providers

The factsheet explains the key legal and regulatory duties of directors of regulated financial services providers in Ireland, and outlines practical steps directors should take to evidence compliance.

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Briefing: Investment Limited Partnerships to Benefit from DWT Exemption

The factsheet explains that, from 2026, certain Irish investment limited partnerships will be exempt from Dividend Withholding Tax, making Ireland’s funds sector more attractive and competitive.

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Briefing: EU Sanctions against Russia and Belarus – New ‘Best Efforts’ Obligation

This factsheet explains the EU’s new “Best Efforts” obligation, requiring EU companies to actively prevent their non-EU subsidiaries from undermining sanctions against Russia and Belarus.

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Template for Board Paper Preparation

This essential factsheet on board paper preparation, provides a structured format for creating clear, concise, and decision-focused board papers.

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The Tasks of the Board of Directors

This essential factsheet outlines the dual responsibilities of boards: driving long-term strategy and vision, and ensuring governance, oversight, and accountability.

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Board Composition and Structure

This essential factsheet on board composition and structure outlines best practices for building and maintaining an effective board.

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Due Diligence Checklist for Prospective Board Members

This essential due diligence checklist equips aspiring non-executive directors with the insight needed to make informed decisions before joining a board.

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Illustrative List of Matters Reserved for the Board

This essential factsheet outlines the key decisions only your board should make. This guide outlines best practices for board-level oversight to ensure strong governance and accountability.

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Briefing: Individual Accountability - SEAR now applicable to NEDs and INEDs

This Director Factsheet highlights the new rules making non-executive directors (NED) and independent non-executive directors (INEDs) in financial firms personally accountable for key governance and oversight duties under Ireland’s SEAR framework.

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Briefing: CSRD: ‘Stop-the-clock’ Directive Transposed into Irish Law

The Minister for Enterprise, Tourism and Employment has introduced new rules that delay the application and clarify how the EU Corporate Sustainability Reporting Directive (‘CSRD’) applies in Ireland.

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Gender Balance Directive on Listed Company Boards

This Director Factsheet covers gender balance on company boards.  Ireland has implemented the EU Gender Balance on Listed Company Boards Directive, requiring large listed companies to ensure at least 40% of non-executive directors are of the underrepresented sex by 30 June 2026.

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Briefing: International Comparative Legal Guide - Restructuring & Insolvency 2025

This Director Factsheet covers common issues in restructuring and insolvency, including issues that arise when a company is in financial difficulties, restructuring options, insolvency procedures, tax, employees and cross-border issues.

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Briefing: CSRD: ‘Stop-the-clock’ Directive Enacted

This Director Factsheet addresses the measures set out in the European Commission's Omnibus proposals for reform to sustainability requirements.

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Briefing: Employment Law Update – What’s ahead in 2025

This Director Factsheet addresses some key changes that employers should be aware of in 2025.

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Briefing: CSRD and the Omnibus Package – What’s Changing?

This Director Factsheet explains proposed changes to the EU's Corporate Sustainability Reporting Directive (CSRD) under the Omnibus Proposals to simplify reporting requirements.

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Briefing: The Central Bank of Ireland’s Individual Accountability Framework

This Director Factsheet explains The Central Bank of Ireland's Individual Accountability Framework which aims to enhance corporate governance in regulated financial firms, ensuring individuals act in the best interests of customers and market integrity.

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Briefing: Irish Foreign Investment Screening Regime Now Operational

This Director Factsheet explains Ireland’s new rules for screening foreign investments, which started in January 2025.

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Briefing: New restrictions on the use of NDAs in employment equality claims comes into law

This Director Factsheet details the scope of and the impetus for the recently introduced significant restrictions on employers with regard to non-disclosure agreements with employees ("NDAs").

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Briefing: Company Law - Changes are enacted

This Director Factsheet details the amendments to the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 which has been signed into law with many parts commencing on 3rd December 2024.

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Briefing: Introduction of Irish Corporate Governance Code

This Director Factsheet details the recently published Irish Corporate Governance Code which will apply to Irish companies listed on the regulated market of Euronext Dublin for accounting years commencing on or after 1st January 2025.

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Briefing: Corporate Enforcement Authority and Legal Privilege - Changes coming down the tracks

This Director Factsheet details the proposed changes to the court process for determining whether documents seized by the Corporate Enforcement Authority ("CEA") are privileged.

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Briefing: Company Law - Changes are imminent

This Director Factsheet details the proposed amendments under the The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024. In collaboration with McCann FitzGerald LLP.

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Briefing: Restructuring update - Increased protection for employees and a renewed focus on receivership

Our latest Director Factsheet is a briefing which examines the key changes to the restructuring and insolvency regime under the Employment (Collective Redundancies and Miscellaneous Provisions) Act 2024 and the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024.

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Briefing: Investigations, dawn raids, legal professional privilege and privacy - Recent developments

Our latest Director Factsheet is a briefing examining recent Irish and EU developments since the seminal 2017 Supreme Court judgement in CRH plc v Competition and Consumer Protection Commission. Dealing with the protection of rights in a search and seizure context. Courtesy of McCann FitzGerald LLP.

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Briefing: Big Data, big change - The new AI Act has big implications for the financial services sector

Our latest Director Factsheet examines the significant implications that the recently approved AI ACT will have for how AI systems are deployed in the financial sector. Courtesy of McCann FitzGerald LLP.

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Briefing: CS3D - Over the finish line but at what cost?

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing outlining updates to the Corporate Sustainability Due Diligence Directive (the "CS3D") proposal. This was adopted by the European Parliament's Legal Affairs Committee on 19th March 2024.

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Briefing: Company law - Changes are coming

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill that is included in the Government Legislation Programme for Spring 2024. The General Scheme of the Bill has now been published.

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Briefing: A welcome development to the Tax Debt Warehousing Scheme

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details a welcomed development to the Debt Warehousing Scheme (DWS) which was introduced during the Covid-19 pandemic. This significant update will provide a lifetime for over 58,000 businesses who remain in the DWS and have an aggregate outstanding warehoused debt of €1.72 billion.

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Briefing: IoD company law review webinar - Material company law developments in 2023 and outlook for 2024

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details the Third Country Transactions Act 2023 and assess the outlook for material company law developments in 2024.

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Briefing: New Irish FDI regime signed into law

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details The Screening of Third Country Transactions Act which was signed into law on Tuesday, 31st October 2023.

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Protected Disclosures Act 2014 Set to Extend to Broad Range of Employers

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which outlines the key changes which will be most immediately of relevance to the soon-to-be expanded category of employers outlined in the obligations imposed under the Protected Disclosures Act 2014. 

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The Competition (Amendment) Act 2022: A New Administrative Enforcement Regime for Competition Law

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which focuses on the introduction of a new administrative enforcement regime for breaches of Irish competition law. This will operate alongside the existing judicial enforcement regime.

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New Powers for the Competition and Consumer Protection Commission Due to Commence

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details the new range of merger controls and enforcement powers that the Competition and Consumer Protection Commission (the "CCPC") has since the commencement order for the Competition (Amendment Act) 2022 was published on Friday, 15 September 2023.

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Compensation in Data Breach Claims - Recent Irish Developments

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details a recent Circuit Court decision which provides helpful guidance in ascertaining what damage will be eligible for compensation under the GDPR in Ireland and the level of compensation certain claims are likely to attract.

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Irish Limited Liability Companies can now Migrate within the EU

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which details a new law that permits limited liability companies incorporated and registered in the EU to convert their legal form to that of a company under the laws of another EU member state.

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DORA - Digital Operational Resilience Act Briefing

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which covers Europe's Digital Operational Resilience Act (DORA) that will introduce comprehensive rules on digital operational resilience at the EU level.

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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 LLP.

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New EU Sustainability Disclosure and Due Diligence Rules

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which covers key European legislation developments in the ESG area which directors should be aware of, including the proposed Corporate Sustainability Due Diligence Directive.

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FRC Consults on Revisions to the UK Corporate Governance Code - Key Considerations

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which covers key considerations in regards to the UK Financial Reporting Council's consultation paper on the proposed changes to the UK Corporate Governance Code.

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Companies Registration Office Filings

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which highlights Companies Registration Office filings, and the upcoming requirement to provide Personal Public Service Number or Verified Identity Number.

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Central Bank Consults on Individual Accountability Framework - Key Considerations for Regulated Firms

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which highlights the Central Bank Consultation on on the Individual Accountability Framework, and Key Considerations for Regulated Firms.

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Irish Merger Control 2022: Greater Regulatory Risk for Deal Makers

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which highlights that a review of merger notifications for 2022 shows a continuing trend of greater regulatory risk for deal-makers.

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High Court Pierces Corporate Veil

Our latest Director Factsheet, from McCann FitzGerald LLP, is a briefing which highlights that, for the first time, the High Court has pierced the corporate veil to make directors and shadow directors personally liable for the fraud of a company.

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COVID-19: Extension of Interim Changes to Company Law

Our latest Director Factsheet is a briefing that addresses the further extension of the interim period – to 31st December 2023 – for two of the measures introduced under the Companies (Miscellaneous Provisions) (Covid-19) Act 2020.

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Wide Ranging Changes to Whistleblowing Laws

The Protected Disclosures (Amendment) Act 2022 was signed into law on 21 July 2022 and will commence on 1 January 2023. This Factsheet is courtesy of McCann FitzGerald LLP.

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Directors’ Duty to Have Regard to the Interests of Creditors: Irish and English Law Contrasted

This Factsheet looks at 'Directors’ Duty to Have Regard to the Interests of Creditors: Irish and English Law Contrasted' and offers some concluding thoughts on the issue. This Factsheet is Courtesy of McCann FitzGerald LLP.

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Parliament adopts the Corporate Sustainability Reporting Directive

This Factsheet provides an update on the Corporate Sustainability Reporting Directive (CSRD), which was adopted by the European Parliament on 10 November 2022. This Factsheet is courtesy of McCann FitzGerald LLP.

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Update on Directors’ Duties

This Factsheet provides an update on directors' duties. Recent decisions handed down by the High Court and Court of Appeal have provided a useful reminder of how directors must act and to whom their duties are owed. This Factsheet is courtesy of McCann FitzGerald LLP.

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Important Changes to Corporate Restructuring Law

This Factsheet looks at important changes to corporate restructuring law. It looks at the process of transposition, directors’ duties, early warning mechanisms, contracts, and more. This Factsheet is courtesy of McCann FitzGerald LLP.

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The Consumer Rights Bill 2022: “Buyer Beware” or “Trader Beware”?

This Factsheet looks at The Consumer Rights Bill 2022, which will bring about a number of positive changes for consumers. However, for every enhanced right of a consumer there will be a more onerous obligation on a trader. This Factsheet is courtesy of McCann FitzGerald LLP.

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Financial Services: Individual Accountability Draws Closer

This Factsheet addresses the draft legislation to introduce an individual accountability framework in the provision of regulated financial services in Ireland. This Factsheet is courtesy of McCann FitzGerald LLP.

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Spotlight on Diversity and Inclusion in Financial Services Regulation

Diversity and inclusion (“D&I”) continues to be a key focus for regulators, including the Central Bank of Ireland and the European Central Bank. This Factsheet is courtesy of McCann FitzGerald LLP.

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New UK Registration Requirement for Overseas Entities Owning UK Property

The UK Government has enacted the Economic Crime (Transparency and Enforcement) Act 2022 to regulate the ownership by overseas investors of property in England, Wales, Scotland or Northern Ireland.

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A New Dawn for Irish Competition Law: Competition (Amendment) Bill 2022

A radical new enforcement architecture, plus important reforms to Irish merger rules, are among reforms proposed by the Competition (Amendment) Bill 2022. This Factsheet is courtesy of McCann FitzGerald LLP.

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Corporate Sustainability Due Diligence Directive: What Irish Companies Need to Know

The proposal for a Directive on Corporate Sustainability Due Diligence will have significant implications for many Irish companies. This briefing looks at some of the key provisions. This Factsheet is courtesy of McCann FitzGerald LLP.

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Non-Executive Directors: Do Your Job or Pay the Price…

This Factsheet looks at how the legislative expectations made of executive and non-executive directors are almost identical although, in corporate governance, the respective roles have evolved differently. This Factsheet is courtesy of McCann FitzGerald LLP.

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Companies (Corporate Enforcement Authority) Act 2021

This Factsheet looks at the above Act, the primary purpose of which is to transform the Office of the Director of Corporate Enforcement into a statutory and independent agency. This Factsheet is courtesy of McCann FitzGerald LLP.

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Directors’ Duties in Challenging Times: 12 Practical Steps

This Director Factsheet addresses directors’ duties in challenging times and identifies 12 practical steps directors should implement where a company is in financial difficulty or is likely to become insolvent. This Factsheet is courtesy of McCann FitzGerald LLP.

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Briefing: Is Your Worker an Employee or a Contractor?

This Director Factsheet addresses the recently published and updated Code of Practice on Determining Employment Status (the “Code”), the third version since 2001. This Factsheet is courtesy of McCann FitzGerald LLP.

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Proposed Update to Companies Legislation

This Factsheet looks at the Companies (Corporate Enforcement Authority) Bill 2021, the primary purpose of which is to transform the Office of the Director of Corporate Enforcement into a statutory and independent agency.

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Gender Pay Gap Information Act 2021

This Factsheet addresses the Gender Pay Gap Information Act 2021 (the “Act”), which was signed into law on 13th July 2021. 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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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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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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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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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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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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