Director Factsheets

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 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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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