General meetings (including AGMs)

The below tracks live European Commission merger investigations. Details on finished inquiries can be found in the EU phase I mergers-closed cases tracker and EU phase II mergers-closed cases tracker. For concluded EU merger enforcement matters, consult the EU mergers enforcement actions-closed cases tracker. Note-once a Commission decision is final, completed merger investigations are transferred from this page to the trackers for closed cases within seven days. For information on challenges before the General Court, see General Court appeals-ongoing cases tracker. For challenges before the Court of Justice, see Court of Justice appeals-ongoing cases tracker......

Introduction Environmental, social and governance ( ESG) issues have shifted decisively from the periphery of corporate planning and positioning to sit firmly at the heart of legal and regulatory exposure. In Ireland, companies face mounting demands to prove authentic sustainability credentials to customers, investors and regulators. Concurrently, assertions on climate neutrality, emissions reduction, recyclability and wider environmental effects are now being examined with increasingly exacting care and detail. In this context, accusations of ‘greenwashing’-i.e. misleading, overstated or unverified environmental claims-are crystallising into a substantive litigation hazard across sectors. What began as a reputational issue is swiftly becoming a legal liability carrying possible civil, regulatory and, in some instances, criminal outcomes. This threat clearly extends beyond consumer-facing industries. Financial services, asset managers, aviation, energy, food and drink, construction and property are all exposed to it, especially where sustainability statements meet disclosure duties or appear within...

Initial steps Whether instructed by a debtor, a creditor, a prospective buyer or a shareholder, and irrespective of the forum for the restructuring (see Practice Note: Benefits of various jurisdictions), your opening task is to gather the full suite of security documents and carry out due diligence on the company or wider group, including subsidiaries and affiliates. In sizeable mandates with numerous stakeholders and advisers, one participant-frequently the senior lenders-will typically curate the master contact list; ensure your team’s telephone numbers, emails and similar details are added without delay to facilitate early dialogue and establish clear lines of communication. This also reveals who represents whom, which is informative; for instance, where bondholders have constituted a committee and retained solicitors, anticipate a lengthier negotiation with more formal process. As the objective is to reshape the business, build your internal team with a solid grasp of the...

This Precedent sets out the definition of ‘group company’, a term frequently appearing in contracts and widely used, intended for insertion within the definitions and interpretation section of an agreement. It will not......

General This Precedent sets out the meaning of the expression ‘material adverse change’ ( MAC), intended for insertion within the definitions and interpretation clause of an agreement. It underpins a material adverse change provision (an MAC clause), appearing in contracts for acquiring a target company, particularly within corporate acquisition documentation. A definitions and interpretation section enables the parties to set out terms used across the contract, consolidating them in a single location for convenient and proper reference and consistent understanding throughout the agreement. For additional guidance regarding the use and application of defined terms,......

Precedent—ordinary resolution: consolidation of shares This Precedent sets out an ordinary resolution of the shareholders of a limited company with a share capital that intends to consolidate its shares into shares of a higher nominal amount. It clarifies that, other than the nominal value, no alteration is made to the rights or restrictions attached to the shares. It also proceeds on the basis that the consolidation will not create any fractional shares. CA 2014 ( IRL), s 83 permits a limited company having a share capital to exercise a power to consolidate its shares, or any of them, into shares of a larger nominal amount, provided that its shareholders have passed a resolution authorising it. Although this Precedent addresses a straightforward consolidation, a resolution under CA 2014 ( IRL), s 83(1)(b) may authorise a company to exercise the power to consolidate in tandem with the power to...

This Precedent sets out an ordinary resolution for shareholders of a limited company with a share capital that intends to divide its shares into units of a lower nominal value. It confirms that, other than the nominal amount, the rights and restrictions attached to the shares remain unchanged. It proceeds on the basis that the sub-division will not produce any fractional entitlements. CA 2014 ( IRL), s 83 allows a limited company with a share capital to exercise the power to sub-divide its shares, or any of them, into shares of a lesser nominal amount, provided its members have passed a resolution authorising that step. Unless the company’s constitution requires otherwise, the resolution needed for a sub-division of shares is an ordinary resolution. CA 2014 ( IRL), s 1251 enables an unlimited company with a share capital to exercise a power to...

Holding Company This Precedent sets out a definition of the term ‘holding company’, a phrase regularly commonly used within agreements, for placement in the definitions and interpretation clause of an agreement. It will not always be suitable to include the term in every type......

Checklist This Checklist outlines the actions that must be completed to secure the appointment of an examiner. Use this in tandem with the Practice Note: Ireland- Examinership. Step/action Timing Section/rule Before application Confirm statutory eligibility: the company is, or is expected to be, unable to meet its debts (on a cash flow or balance sheet basis) no resolution has been passed to wind up the company, and no winding-up order has been made a reasonable prospect exists for the company (or part of its business) to continue as a going concern CA 2014 ( IRL), s 509 Review company status, including whether a receiver has been...

General This environment, health and safety ( EHS) due diligence questionnaire is designed to obtain core EHS details about the Properties and/or the Business. The EHS prompts may be inserted into the legal due diligence questionnaire or serve as a checklist for further EHS enquiries. Buyers’ solicitors typically draft a legal due diligence questionnaire during the preliminary or diligence stage of a deal. In some cases, responses are uploaded online to the seller’s data room. The legal due diligence questionnaire should invariably contain EHS queries. Even a purely office-based operation must comply with general EHS legislation, including waste management, environmental reporting and health and safety duties. Where any of the Properties are manufacturing facilities, or the Business holds an environmental permit, a technical phase 1 EHS assessment should ideally be carried out by environmental consultants. Please amend to ‘ Property’ as...

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 ]...