Doing Business 2012: Doing Business in a More Transparent World.
A co-publication of The World Bank and the International Finance Corporation comparing regulation for domestic firms in 183 economies.
LK Shields Solicitors were contributors for Ireland.
Click to download. (pdf)

Consanguinity Relief.
There has been some uncertainty since the budget speech, but it has been clarified that consanguinity relief will continue for non-residential property until the end of 2014.
Contact: Emmet Scully.
January 2012.
Click to download. (pdf)

Protection under Earn-Outs.
Contact: Jennifer McGuire or Gerry Halpenny.
January 2012.
Click to download. (pdf)

Voluntary Strike Off: An Update.
The Companies Registration Office (CRO) has decided to remove one of the requirements in relation to applications for voluntary strike off that it introduced
earlier this year. See also our update from April 2011 on these changes.
Contact: Alan Browning or Dawn Byrne.
November 2011.
Click to download. (pdf)

Endeavours in Commercial Contracts.
Case law establishes that when agreeing commercial contracts, parties need to take care to ensure that they understand the obligations that they may be establishing by agreeing to reasonable, all reasonable or best endeavours. The consequences of not doing so may result in the resulting rights and obligations being somewhat different from those contemplated or intended by one or more of the parties.
Contact: Jennifer McGuire or Gerry Halpenny.
November 2011.
Click to view.

The Severability of Restrictive Covenants.
Restrictive covenants are often used to protect businesses in various circumstances,
but great care needs to be taken in the drafting of the clause so that it can be enforced. Severance and restrictive covenants are discussed in the light of the Francotyp-Postalia Ltd v Whitehead and others case in the High Court in England.
Contact: Marco Hickey or Aoife Nic Lochlainn.
October 2011.
Click to download. (pdf)

Update on E-stamping: mandatory e-filing and e-payment.
Contact: Emmet Scully.
September 2011.
Click to download. (pdf)

Goalposts have Moved for Secured Lenders.
A recent judgment held that the crystallisation of a floating charge
does not gain priority over the Revenue Commissioners in a winding up.
Contact: Neil O'Keeffe or Andrew Power.
August 2011.
Click to download. (pdf)

Owner Management Companies – Corporate Developments.
Many of the housing developments that were built during the boom years have left property owners saddled with significant problems in relation to the management,
control and completion of the common areas within these developments. The Multi-Unit Developments Act 2011 was introduced to address the lack of regulation in this area.
Contact: Alan Browning.
August 2011.
Click to view web version or download pdf version.

Income Tax Relief for Investment in Corporate Trades – EII Scheme.
This article was originally published in Accountancy Ireland, 43(4), August 2011.
Contact: Brian Allen.
August 2011.
Click to view.

Implications of Increasing the State Pension Age.
The National Pensions Framework published in March 2010 indicates that the State Pension Age will be increased gradually to 68 years. This proposal creates a number
of uncertainties for individuals and employers.
Contact: Fiona Thornton.
July 2011.
Click to view.

Regulation of Media Mergers in Ireland.
There appears to be a renewed political impetus for increasing the regulation
of media merger in Ireland.
Contact: Marco Hickey or Aoife Nic Lochlainn.
July 2011.
Click to download. (pdf)

Smart Metering: The Data Protection Implications. Contact: Brian Johnston, Deirdre Kilroy or Philip Daly. July 2011. Click to download.

Shareholders' Agreements - A Practical Analysis.
An introduction to shareholders' agreements as they apply to early stage companies.
Contact: Emmet Scully.
2011.
Click to download. (pdf)

The McCarthy Report and the Possible Sale of Irish Commercial Ports.
Following the recent publication of the Report of the Review Group on State Assets and Liabilities (the McCarthy Report), it is expected that a number of commercial ports in Ireland will be offered for sale by the Irish Government at some stage in the future, following the Review Group’s recommendation that privatisation of some or all of the ports should be considered.
Contact: Marco Hickey.
May 2011.
Click to download. (pdf)

Corporation Tax Relief for Start-Up Companies.
Subject to certain conditions, new or start-up companies might be able to avail of an exemption from corporation tax.
Contact: Emmet Scully.
April 2011.
Click to view.

Voluntary Strike Off.
Your business may be carrying unnecessary compliance costs if you have a dormant company or companies that no longer serve any useful function. One way to eliminate such costs is to apply to have such a company voluntarily struck off the Register of Companies.
Contact: Alan Browning.
April 2011.
Click to download. (pdf)

Central Bank and Credit Institutions (Resolution) Bill 2011.
The new regime will avoid the need to nationalise banks.
Contact: Richard Curran.
March 2011.
Click to view.

Subject to Contract?
A recent English Supreme Court case shows how important it is that all key terms in a commercial contract are set out with certainty so as to reflect the agreement between the parties.
Contact: Zelda Deasy.
Spring 2011.
Click to view.

Innovation Fund Ireland – An Update.
Contact: Emmet Scully.
February 2011.
Click to view.

Guide to Investing and Working in Ireland.
Updated for 2010.
Click to download. (pdf)

Privilege.
Companies might think that advice from their in-house lawyer is covered by lawyer/client privilege - but not according to a recent ruling from the
European Court of Justice, Akzo Nobel v Commission.
Contact: Michael Kavanagh.
Winter 2010.
Click to view.

Nominee Directors: A Conflict of Interest?
A nominee director is a director who has been appointed to the board to represent some special interest, such as the interests of a financial institution or a particular group of shareholders. Not surprisingly, as all directors owe their primary duty to the company to which they have been appointed, this can lead to divided loyalties.
Contact: Ruairi Mulrean.
Winter 2010.
Click to view.

Names of Directors on Company Letterhead.
It has been clarified that there is now no need to reprint headed notepaper with new names each time directorships change, which can save businesses money.
Contact: Alan Browning.
November 2010.
Click to download.

Update on e-Stamping:
Practical Filing Issues Since Introduction on 1 January 2010.
As published in the Irish Tax Review in September 2010, 23(4).
Contact: Emmet Scully.
September 2010.
Click to download. (pdf)

Innovation Fund Ireland.
A €500 million venture capital fund established by the Irish Government to support early stage and high growth companies. It's part of the Government's programme for the 'Smart Economy'. Enterprise Ireland has made a first call for Expressions of Interest to participate in the Fund to be submitted by 26 November 2010.
Contact: Emmet Scully.
September 2010.
Click to download. (pdf)

Rectification of Errors on Allotments Filed in the Companies
Registration Office.
Contact: Alan Browning.
September 2010.
Click to download. (pdf)

Accounts Warranties and Unknown Liabilities.
An issue that frequently exercises the minds of buyers and sellers of companies and businesses is the possibility of a previously unknown pre-completion liability that comes to light after completion of the transaction, particularly where provision for the liability, if known, would have been made in the audited or management accounts of the target. This issue was the subject of a recent English Court of Appeal decision (Macquarie Internationale Investments Limited v Glencore UK Limited [2010] EWCA Civ 697).
Contact: Jennifer McGuire or Gerry Halpenny.
September 2010.
Click to view.

Unlimited Companies: No Obligation to Publicly File Accounts.
For some larger companies and groups, it makes good business sense to avoid having
to publicly file their accounts. This involves adopting a corporate structure that sees
the business move from limited company status to unlimited company status.
Contact: Alan Browning.
June 2010.
Click to view.

Inadvertent Waiver of Events of Default.
The past couple of years in Ireland have seen lenders adopt a wait and see approach to a large number of borrower defaults, but such tactics can be fraught with danger, particularly in light of a recent UK court decision.
Contact: Neil O'Keeffe.
June 2010.
Click to view.

District Heating Schemes.
Contact: Jennifer McGuire.
June 2010.
Click to view.

New Tender Review Process.
Public sector contracts invariably involve high value contracts. The EU has developed a series of complex regulations governing the way contracts are awarded and which set out the remedies for unsuccessful tenderers who feel aggrieved by the tender process. Contact: Eoin Cunneen or Niamh Hackett.
June 2010.
Click to view.

Bell Lines Limited (in Official Liquidation).
The Supreme Court Rules that a Secretary of State of the United Kingdom is Entitled to be treated a a Preferential Creditor in a Winding Up in Ireland.

LK Shields Solicitors acted for the Secretary of State for the Department of Business Innovation and Skills of the Government of the United Kingdom (the Secretary of State) in a Supreme Court Appeal which raised a succinct technical point in a liquidation.

Contact: Michael Kavanagh or Shane Neville.
March 2010.
Click to download.

Are You Thinking About Incorporating Your Business?
Sole Traders who are considering incorporating their business because of the current economic conditions should carefully examine the advantages and pitfalls before making their decision. This article was first published in Accountancy Ireland, Volume 42(1).
Contact: Emmet Scully.
February 2010.
Click to view.

Trading with Consumers: The Unfair Commercial Practices Directive
and Guidance from the European Commission.
If you have a business that sells goods or services to consumers then you should know about the Unfair Commercial Practices Directive.
Contact: Deirdre Kilroy.
January 2010.
Click to view.

The New e-Stamping System.
The new electronic stamping system from the Revenue Commissioners is scheduled to go live in December. Once in operation, all instruments or documents that require stamping will be processed online.
Contact: Emmet Scully.
December 2009.
Click to view.

An Introduction to Examinership.
The statutory framework for placing a company in examinership is set out in the Companies (Amendment) Act 1990. The process is designed to provide a mechanism
for a company facing financial difficulty to benefit from a certain period of protection
and to enable its rescue.
Contact: Marco Hickey or Jill Callanan.
October 2009.
Click to download. (pdf)

The Companies (Amendment) Act 2009.
An overview of the main provisions.
Contact: Alan Browning or Dawn Byrne.
October 2009.
Click to download. (pdf)

Broadcasting Act 2009.
It is intended that the act will significantly change the broadcasting landscape in Ireland in that it seeks to deal with almost all aspects of regulation and provision of broadcasting in Ireland...
Contact: Jennifer McGuire.
October 2009.
Click to view.

The Criminal Justice (Money Laundering and Terrorist Financing) Bill 2009.
This Bill will transpose the Third EU Money Laundering Directive 2005/60/EC
into Irish law.
Contact: David Williams.
September 2009.
Click to view.

"Green" Claims in Advertising: The Legal Issues.
Those who highlight the "green" aspects of their services or products will need to be aware of the legal requirements of any "green" claims.
Contact: Deirdre Kilroy.
September 2009.
Click to view.

Stamp Duty: Associated Companies Relief.
Section 79 of the Stamp Duties Consolidation Act 1999 provides full relief from stamp duty for transfers of property between bodies corporate that are associated to the required degree and subject to meeting certain other conditions. This article explains
in a practical manner how this relief operates.
Contact: Emmet Scully.
September 2009.
Click to download. (pdf)

Waste Management: The Legal Position in Ireland.
Particularly in relation to landfill sites and contaminated land...
Contact: Zelda Deasy.
Summer 2009.
Click to view.

Liability Under a Personal Guarantee.
Guarantees - when if comes to payment, the liability of the guarantor will include the unpaid principal and the interest which continues to accrue at a compound rate of interest... This article was published in The Sunday Business Post.
Contact: Jill Callanan.
July 2009.
Click to download. (pdf)

Environmental Law in Ireland. An Overview.
This appeared in the 6th edition of The International Comparative Legal Guide to Environment Law, published by Global Legal Group Ltd, London (www.iclg.co.uk).
Contact: Gerard O'Hanlon.
June 2009.
Click to download. (pdf)

Examiners, Receivers and the Thomas Read Group.
Contact: Clare Whelehan.
June 2009.
Click to view.

Stamp Duty Changes in the Finance Bill 2009.
Exchange of residential properties, extension of intellectual property exemption...
Contact: Emmet Scully.
May 2009.
Click to download. (pdf)

Practical Legal Considerations for Exporting Businesses.
The text of a paper on the practical legal consideration that promoters of any
business need to consider when exporting goods and / or services.
Contact: Emmet Scully.
May 2009.
Click to download. (pdf)

Guarantees in the Context of Examinerships.
Contact: Marco Hickey.
May 2009.
Click to download. (pdf)

Examinership: Can Secured Creditors Bank on it?
Spring 2009.
Click to view.

Shareholders' Rights Directive.
Spring 2009.
Click to view.

Examinership.
A possible option for companies in financial difficulty.
Spring 2009.
Click to view.

Railway Safety Commission: New Powers Under EU Law.
Spring 2009.
Click to view.

Regulating Online Gambling: Progress Report.
This article was originally published in World Online Gaming Law Report, 7(12),
Contact: Deirdre Kilroy.
December 2008.
Click to view.

The European Communities (Cross-Border Mergers) Regulations 2008.
Contact: Seanna McGrann or Richard Curran.
Autumn 2008.
Click to view.

Insolvency: The Options Open to the Directors of Troubled Companies.
Contact: Jill Callanan.
Autumn 2008.
Click to view.

Energy Purchasing: Getting the Contract Right.
Contact: Philip Daly.
October 2008.
Click to view.

Stamp Duty Alert: Stamp Duty Reliefs on Re-organisations. Contact: Emmet Scully. August 2008. Click to download. (pdf)

Supreme Court Deals a Blow for Common Sense.
The Supreme Court has described the statutory regime relating to the restriction of company directors as 'draconian'. And it had some harsh words for the Director of Corporate Enforcement, too.
Contact: Hugh Garvey.
Summer 2008.
Click to view.

Examinerships: Cancellation of Shares as Part of a Scheme of Arrangement.
Re McEnaney Construction Limited.
Contact: Emmet Scully.
May 2008.
Click to view.

Anti Money Laundering Requirements for Irish Casinos.
Contact: Aine Matthews.
April 2008.
Click to view.

Beware When You Compare.
Contact: Deirdre Kilroy.
March 2008.
Click to view

Directory Enquiries.
Since it came into force in August 1991, section 150 of the Companies Act 1990 has become an increasingly important piece of legislation that company directors must bear in mind when carrying our their responsibilities.
Contact: Hugh Garvey or Jill Callanan.
Spring 2008.
Click to view.

Bookmaker Successfully Appeals VAT Assessment.
Contact: Eoin Cunneen.
January 2008.
Click to view.

Directors' Responsibilities should their Company become Insolvent. Contact: Jill Callanan. January 2008. Click to download. (pdf)

Charities Bill 2007.
The law relating to charities is facing its first major overhaul in 30 years.
Contact: Emmet Scully.
Summer 2007.
Click to view..

Using Promotions or Draws to Market Products to Consumers.
Contact: Aine Matthews.
Spring 2007.
Click to view.

Comparative Advertising - Take a Lidl Care!
Contact: Deirdre Kilroy.
January 2007.
Click to view.

Caveat Emptor?
Recent UK case law has important implications for buyers and their advisers in mergers and acquisitions (M&A) transactions in the context of due diligence carried out on the target company.
Contact: Richard Curran or Zelda Deasy.
Winter 2006.
Click to view.

At Your Disposal.
As producers of waste, and in particular as producers of hazardous waste, hospitals and other healthcare facilities should be mindful of their obligations under environmental law.
Winter 2006.
Click to view.

New Advertising Code from January 2007.
Contact: Deirdre Kilroy.
October 2006.
Click to view.

Surviving a Bidding War.
Selling companies by competitive tender is becoming increasingly popular. This article outlines how the process works and suggests some practical dos and don'ts.
Contact: Philip Daly.
Autumn 2006.
Click to view.

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