In-house banking & finance

This Practice Note provides an overview of the law, guidance and practice on executing simple contracts and deeds in Ireland. It sets out the principal distinctions between simple contracts and deeds and the formalities for execution. It also addresses counterparts and virtual closings, electronic signatures, powers of attorney, deed of variation, Irish Collective Asset-management Vehicles ( IVACs) and property transactions. Creating a contract A contract is a legally binding agreement conferring rights and imposing obligations between two or more parties. In essence, four core requirements must be met before a contract arises: an offer has been made that offer has been accepted valuable consideration is provided for performance of the contract the parties intend to be legally bound Contracts can be: oral written a mixture of oral and written by deed The general rule is that writing is not...

This resource kit This resource kit brings together the principal practical guidance available across Lexis+® UK on artificial intelligence ( AI). Organised by practice area, it is refreshed as new material appears. The rapid growth of AI technologies has led lawmakers, businesses and the public to focus more closely on the potential advantages and the risks that accompany AI use. AI gives rise to a range of legal and regulatory considerations across numerous disciplines, including: intellectual property ( IP) data protection and cybersecurity transactional work such as corporate and commercial employment healthcare and life sciences finance The UK government is developing an AI regulatory strategy that will determine how AI is governed here in future. In the EU, a legislative framework is being built to regulate AI, primarily via Regulation ( EU) 2024/1689 laying down harmonised rules on...

This Practice Note examines a typical transaction for the sale and purchase of a second-hand commercial vessel in Ireland, and in particular considers: the principal standard forms used in the market how delivery is conducted the passing of title and risk delivery free of encumbrances the identification of the parties key considerations for financiers, and sale and purchase of fishing vessels specifically Memorandum of agreement As in the UK, many second-hand ship sales are arranged through sale and purchase brokers (commonly referred to as ‘ S& P’ brokers) acting for their principals. In Ireland, most shipping sales concern vessels for private use or commercial fishing. For larger vessels, negotiations typically proceed via a series of written exchanges, with the agreed terms then formally captured in a contract between the shipowner (as seller) and the buyer, generally called a...

Ireland- Banking & Financial Services horizon scanner 2025 This horizon scanner monitors key milestones and developments shaping the Irish Banking & Financial Services sector. It maps the evolution of Irish legislation-covering Bills in progress, Acts in force and Statutory Instruments-delivers updates on judgments from the Irish Supreme Court and Court of Appeal, and provides a quick view of ongoing consultations and inquiries alongside Central Bank guidance for the sector. Please suggest topics for inclusion via: irelandcurrentawareness@lexisnexis.com. For analysis of forthcoming milestones and dates for financial services lawyers concerning UK and EU legislation, rules and guidance, see Practice Notes: Banking & Finance-key dates and future developments tracker: 2025 and beyond Key dates for Financial Services-horizon scanner Trackers and Timelines-financial services Legislation This tracker assists Irish banking and financial services practitioners in staying up to date with Acts of the Oireachtas and Bills under...

Ireland— Determining jurisdiction in civil litigation—checklist For a checklist explaining how to assess whether an Irish court can take jurisdiction over particular civil disputes, see Ireland— Determining jurisdiction in civil litigation—checklist. This Practice Note outlines the rules that govern when the Irish civil courts may hear claims with an international dimension. It includes guidance on international jurisdiction under Brussels I (recast), the Lugano Convention and the Hague Convention. It also addresses the position where proceedings are commenced in more than one jurisdiction. Finally, the Practice Note offers practical pointers when evaluating jurisdictional issues in Ireland. For guidance on: which specific court a claim should be brought in, see Practice Note: Ireland— Starting a civil action other matters to weigh up before issuing a civil claim in an Irish court and how to commence and advance a civil claim in Ireland, see Practice Notes: Ireland— Starting a civil action and...

This Practice Note explores the function and significance of boilerplate provisions within a contract. It highlights those boilerplate terms most frequently appearing in agreements connected with transactions, and considers the approach that ought to be adopted when reviewing or drafting any agreement that contains them. Lawyers handle an enormous range of transactions, yet each, in one form or another, relies on written contracts. Every one of those contracts ought to incorporate certain boilerplate terms. In practice, transaction documents should not be issued without them. What is boilerplate? There is no universally accepted meaning of a ‘boilerplate’ clause. These clauses are often regarded as routine, miscellaneous provisions. They are frequently signed off with minimal thought or bargaining, but treating them this way is a risky course to take. It is more precise to view ‘boilerplate’ as the label for the clauses included in an...

Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and...

Overview This Checklist is intended for reviewing a confidentiality agreement (also known as a non-disclosure agreement or NDA) when you are the recipient of confidential information. Before examining the agreement, consider: what information the business needs to obtain and for what reason; whether the business will also share information with the other party; what the recipient will receive and who must be able to access and use that information. Further information For guidance on confidentiality agreements, see Precedent: Ireland- Confidentiality agreement-mutual. Checklist Use the third column to capture observations or comments while working through the Checklist. Parties ☐ Check the parties named in the agreement. Consider which individuals and/or entities should be party to the contract. What information does the business need to receive? □ Confirm how confidential information will be defined. Consider: whether a...

Introduction Section 82 of the Companies Act 2014 ( Ireland) ( CA 2014 ( IRL)) forms a cornerstone of the capital maintenance regime for Irish companies and took effect in Ireland on 1 June 2015. It bars an Irish company from providing financial assistance aimed at facilitating an acquisition, whether proposed or completed, by any person of shares in that company or in its holding company. CA 2014 ( IRL), s 82 superseded section 60 of the Companies Act 1963 ( Ireland) ( CA 1963 ( IRL)), which imposed a marginally wider curb by outlawing not only assistance given for the purpose of such an acquisition, but also assistance furnished in connection with it. This Practice Note addresses the present framework. It sets out principal elements of s 82’s scope under CA 2014 ( IRL), highlights three of the exemptions most...

Letter of non-crystallisation This precedent letter is used where a buyer acquires a business/asset subject to a floating charge (the Charged Asset), or a lender takes a second floating charge. It confirms the charge has not crystallised, no steps have been taken to crystallise it, and the chargee consents to either a sale or a second floating charge. Under a floating charge, the chargor may in the ordinary course sell the asset or grant further security (unless restricted) until crystallisation. Once crystallised, the charge becomes fixed and the chargor loses that freedom. Buyers/new lenders should seek confirmation that crystallisation has not occurred. A letter may come from the chargee or chargor, but a chargee’s letter is preferable; though not obliged, chargees usually provide it. Buyers favour unlimited confirmation; chargees often insist on a knowledge...

General This Precedent serves for a complete security release and is designed for bilateral debentures or mortgage instruments, where the chargor is a company registered in Ireland, and is intended for use in relation to that specific documentation. Such releases are ordinarily recorded by a deed of release, which is the usual means of documenting the discharge of a mortgage or charge. That approach matters especially if security is discharged early or before the debt is fully satisfied, as it removes arguments about absence of consideration and assures any third party dealing with the security provider that the release is valid. A complete release is appropriate where the creditor no longer needs security to remain in place, for instance when every liability owed to the security holder is being paid off or refinanced by a different lender. If a full release occurs, the...

On 9 March 2023, Ireland enacted the Central Bank ( Individual Accountability Framework) Act 2023 ( CB( IAF) A 2023 ( IRL)), introduced to reinforce the Central Bank’s fitness and probity framework and to elevate individual accountability within financial service providers. This Practice Note monitors policy and guidance evolution around the CB( IAF) A 2023 ( IRL), and highlights significant milestones, both historic and forthcoming. Key: ASP- Administrative Sanctions Procedure CBI- Central Bank of Ireland CPC- Consumer Protection Code FSB- Financial Stability Board F& P Regime- Fitness and Probity Regime IAF- Individual Accountability Framework CB( IAF) Act 2023 ( IRL)- Central Bank ( Individual Accountability Framework) Act 2023 NEDs- Non-executive directors PCF- Pre- Approved Controlled Function SEAR- Senior Executive Accountability Regime The IAF includes the following elements: SEAR Conduct Standards ...

This Practice Note examines the principal considerations for securing authorisation of an Investment Business Firm in Ireland under the Investment Intermediaries Act 1995 ( Ireland), as amended ( IIA 1995 ( IRL)). The Irish Legal and Regulatory Framework for the Investment Intermediaries Act 1995 ( Ireland) EU-wide alignment for investment firms commenced in 1993 with Directive 93/6/ EEC on the capital adequacy of investment firms and credit institutions (the Capital Adequacy Directive) and Directive 93/22/ EEC on investment services in the securities sector (the Investment Services Directive). The Capital Adequacy Directive sought to create consistent capital standards for investment firms and credit institutions, while the Investment Services Directive set out the conditions permitting investment firms, authorised and supervised by their home Member State regulator, to provide specified services and gain access to regulated markets across other Member States. In Ireland, these measures were...

Clause 1 Notice of application of Security Deposit This Precedent clause is suitable for inclusion within a notice of default—for example, Ireland— Notice of default—breach of aircraft operating lease agreement—lessor to airline—issued by a lessor to a lessee under an aircraft operating lease agreement when a non-payment Event of Default has occurred and continues, and the Lessor is applying the Security Deposit held in line with the aircraft operating lease agreement. Where a non-payment Event of Default is ongoing, the lessor may elect to apply the cash Security Deposit as recourse to available cash while preserving its rights to pursue the balance of any unpaid sums. This approach should be addressed in the drafting of......

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...