Share Capital

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...

The below tracks live European Commission merger investigations. For details on closed investigations, see EU phase I mergers—closed cases tracker and EU phase II mergers—closed cases tracker. For details of closed EU merger enforcement actions, see EU mergers enforcement actions—closed cases tracker. NOTE—completed merger investigations are removed from this document to the closed-case trackers within seven days of the final decision of the Commission. For details of appeals before the General Court, see the General Court appeals—ongoing cases tracker. For details of appeals before the Court of Justice, see Court of Justice appeals—ongoing cases tracker......

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...

Introduction Statute and a company’s constitution regulate the allotment and issue of shares. This Practice Note explains the process for a private company limited by shares to allot shares, including conferring rights to subscribe for shares or to convert a security into shares. Both the statutory framework and the constitution govern how those steps are implemented. The provisions on share allotment must be considered alongside the rules that govern existing shareholders’ pre-emption rights. A pre-emption right gives a shareholder a right of first refusal on any allotment of shares. Definitions of allotment and issue The expressions ‘allotment’ and ‘issue’ are commonly treated as if they were the same when referring to new share capital, yet they carry different legal implications that should be appreciated. Shares are regarded as allotted when an individual gains the unconditional entitlement to be placed on the company’s register of members for those...

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...

ARCHIVED This archived corporate horizon scanner monitors the progress of Irish legislation—covering Bills in progress, Acts in force and Statutory Instruments—alongside consultations, inquiries and dates relevant to corporate lawyers. It spans Irish and EU legislation, rules and guidance, and tracks developments linked to international policy‑setting and regulatory bodies. From an Irish standpoint, it includes legislative and rule updates, guidance and other notices from the Corporate Registration Office ( CRO) and the Corporate Enforcement Authority ( CEA). Other key Irish regulators featured are the Office of the Director of Corporate Enforcement, the Law Reform Commission, the Company Law Review Group ( CLRG) and the Competition and Consumer Protection Commission ( CCPC). To follow legal and regulatory change on specific themes, see: UK, EU and International Corporate reporting and audit—environmental sustainability and climate change tracker EU environment tracker...

UK status From 31 January 2020 (exit day), the UK ceased to be an EU Member State. Under the Withdrawal Agreement, there was an implementation period when EU law continued to apply in the UK. As of 1 January 2021, the principal operative elements on automatic recognition in Regulation ( EU) 2015/848 ( OJ L141/19), the Recast Regulation on Insolvency, no longer apply to the UK (see Practice Note: Brexit—impact on Recast Regulation on Insolvency). Other Member States still give effect to the EU Recast Regulation on Insolvency where its criteria are met. EU Recast Regulation on Insolvency The EU Recast Regulation on Insolvency made substantial changes to Regulation ( EC) 1346/2000 (the EC Regulation on Insolvency). For the full text of the EU Recast Regulation on Insolvency, click here. Although the EU Recast Regulation on Insolvency entered into force on 26 June 2015, most...

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...

ARCHIVED: This Practice Note is archived and not maintained. It outlines the principal dates and legal developments expected to affect corporate lawyers in Ireland in 2025 and beyond. The entries cover Irish and EU legislation, rules and guidance, plus movements among international policy-makers and regulatory bodies. Please propose topics for our horizon scanner at: irelandcurrentawareness@lexisnexis.com. From an Irish viewpoint, the scanner reflects legislative and rules updates, guidance and announcements from the Corporate Registration Office ( CRO) and the Corporate Enforcement Authority ( CEA). Other Irish bodies featured include the Office of the Director of Corporate Enforcement, the Law Reform Commission, the Company Law Review Group ( CLRG) and the Competition and Consumer Protection Commission ( CCPC). To follow legal and regulatory changes by topic, see Practice Notes: for UK developments, Corporate horizon scanning—2025 and beyond EU 2024–2029...

Legal advice on environmental matters in the context of a corporate transaction demands a commercial review of the environmental obligations the client has accepted, or will assume, and the actual or contingent risks and liabilities that may arise from them, including: any potential effect on the value of assets (for instance arising from remediation in respect of environmental issues, or from other clean-up obligations and related expenditure) any likely operational implications (for example triggered by the transfer, suspension, or revocation of an environmental permit or necessary licence required to carry on the business) any consequential costs of compliance (for example the need to upgrade plant and machinery, or procure equipment, to achieve compliance with environmental obligations) any reputational risks (for example pollution events, or perceptions of poor environmental or sustainability performance, which could negatively influence share prices) any risk of enforcement action or legal...

Execution clause-limited partnership ( Ireland)- Deed (drafting notes) These sample execution clauses are designed for use by a limited partnership when entering into a deed (rather than a simple contract). Four alternative execution forms are provided for a deed executed by the following parties: an individual general partner signing in the presence of a witness a person signing at an individual general partner’s direction, in the presence of a witness who attests the signature an individual general partner who acknowledges their signature in the presence of a witness who attests the signature a corporate general partner executing the deed Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) permits the establishment and creation of a partnership where some partners’ liability for the firm’s debts is limited, capped at the amount of their...

Practice Note This Practice Note sets out the practical considerations that arise when handling cross-border litigation in Ireland. It reviews questions of applicable law and jurisdiction within the boundaries of the EU’s legal regime. It also surveys the position after Brexit and the consequences this shift has had for cross-border disputes. This Practice Note is intended to clarify the real-world issues practitioners should weigh when proceedings involve international elements in or connected to Ireland. It examines choice of law and forum within the structure of EU rules, and reflects on the post- Brexit environment and its effects on cross-border disputes. Where a claim has a cross-border dimension - whether because parties are based in different states or because material events occurred in another country or countries - parties and their advisers must focus on three central questions: jurisdiction - in which country should the claim be...

Counterparts A counterparts clause is a standard boilerplate provision that permits the parties to a contract to sign separate versions of the same agreement, rather than requiring every signatory to endorse one single document. Although there is no statutory footing for this in Ireland, executing agreements in counterparts is nonetheless common practice. This approach is especially useful where there are numerous parties, or where signatories are spread across different regions or countries and cannot arrange an in‑person completion meeting. If an agreement omits a counterparts clause, that omission may not, of itself, prevent the execution of a counterpart document. Even so, including such a clause is recommended to provide certainty and to forestall any suggestion that the agreement is not binding because it has not been executed correctly. It is also important to distinguish between original counterparts and original duplicates. If all parties sign several copies of the...

This Precedent provides the text of an ordinary resolution enabling the directors of a private company limited by shares to permit any existing or possible breach of the obligation to prevent conflicts of interest from arising......

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 ]...