Director Factsheets

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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Senior Executive Accountability Regime Update

This Factsheet takes a timely look at the General Scheme of the Central Bank (Individual Accountability Framework) Bill. When enacted, this Bill will create an Individual Accountability Framework. This Director Factsheet is Courtesy of McCann FitzGerald.

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A Rescue Process for Small and Micro Companies

This Factsheet takes a timely look at the Companies (Rescue Process for Small and Micro Companies) Act 2021 (the “Act”), which was signed into law on 22nd July 2021. This Director Factsheet is Courtesy of McCann FitzGerald.

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The US/Ireland Dimension:  Global Tax Reform

This Factsheet provides a timely update on the proposed US changes and the G7 agreement, the potential impact on Ireland, and the future of FDI in Ireland. This Director Factsheet is courtesy of Eversheds Sutherland.

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Employers Beware: New Whistle-Blowing Rules on the Horizon

This Factsheet looks at a general scheme for an amendment to the Protected Disclosures Act 2014 (the “Act”), which was recently published. This Director Factsheet is courtesy of McCann Fitzgerald.

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Horizon Scanner: Employment Law - Ireland

This Director Factsheet provides a timely update on key pieces of employment legislation, including the Gender Pay Gap, the right to disconnect, and more. This Director Factsheet is courtesy of Eversheds Sutherland.

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Acquisition of Non-UK Companies and Assets

This factsheet explores how the acquisition of non-UK companies and assets will be subject to UK FDI regime if they carry on activities in the UK. This Director Factsheet is courtesy of McCann FitzGerald.

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Sustainability for Corporates: Letting the Green Light Shine

This Factsheet looks at the European Commission's recent adoption of a proposal for a Corporate Sustainability Reporting Directive (CSRD). This Director Factsheet is courtesy of McCann FitzGerald.

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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 subsidiarys operations. 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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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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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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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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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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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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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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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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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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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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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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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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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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