Corporate Law Services The firm provides commercial and corporate law advice to a range of financial institutions, international companies, multi-national corporations, and entrepreneurs under International Trade/Corporate, Mergers and Acquisitions/Reconstructions, Corporate Governance/Compliance, and Dealings with other Companies.
International Trade/Corporate
- Cross border mergers for limited liability companies under the European Communities (Cross-Border Mergers) Regulations, 2008, providing advice on these regulations and preparing and making the necessary court application to give effect to a merger application
- International sales of goods and services cross border, including structuring contracts for sale of goods and services in light of the INCO and other terms, advising on contracts of affreightment, providing advice on securing payment, structuring bills of exchange, proper law and jurisdiction, regulatory compliance advice, advice on customs and excise duties etc
- Overseas market purchase advising on the overseas market purchase regime as applies to companies seeking to redomicile to Ireland
- Redomicile provisions/Migration for Funds under the Companies (Miscellaneous Provisions ) Act 2009 for funds
- Tax Migration to Ireland from other countries
- US GAAP, the right of US companies redomiciling to Ireland to continue to use US GAAP on a temporary basis
Mergers and Acquisitions/ Reconstructions
- Business sale and purchase agreements (including structuring warranties)
- Contingent share purchase contracts, in the context of the redemption of shares
- Corporate Reconstructions, including the exchange of shares between associated companies, the transfer of properties between associated companies, advising on capital gains and stamp duty reliefs as available, structuring the transactions to avail of those relies, assisting in making submissions to Revenue with regard to obtaining the necessary reliefs
- Disclosure Letters, their drafting in the context of the purchase or sale by a company or its assets or shares
- Legal Due Diligence in the context of the acquisition of assets from or shares in a target company
- Sale and Purchase of Companies
- Share Option Agreements both Revenue approved and unapproved
- Forfeiture of shares, when it may be effected and the mechanisms for doing so
- Share sale agreements and their structuring, including incorporating as required Call and Put Option Agreements
- Subscription Option Agreements, advice and drafting
Corporate Governance / Compliance
- Companies Acts compliance, advice and assistance
- Corporate accounting and disclosures
- Corporate fraud
- Corporate government statement requirements in annual reports for listed companies advising on the composition of the statement including specifics for internal control and risk management
- Directors Duties (including fiduciary duties), Directors Liabilities, advice and drafting
- Directors Loans and the Companies (Amendment ) Act 2009
- Distributable profits, providing advice on what constitutes distributable profits and when distributions are permissible
- Directors services agreements, advice on their structuring and drafting
- Disclosure requirements relating to off balance sheet arrangements and related third party transactions for listed and unlisted companies
- Fair value accounting for financial instruments, the use of
- Financial Regulator investigations, advising on
- Listing Rules compliance advice
- Money Laundering under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010
- Notification requirements in relation to overseas market purchases and the publication requirements under the Companies (Miscellaneous Provisions ) Act 2009
- Transparency requirements compliance in the context of the Transparency Directive as amended, as implemented in Ireland including who they apply to and what requires to be done to comply with them
Dealings with other Companies
- Collaboration Agreements either in connection with joint R&D or otherwise
- Information Exchange Agreements
- Investment agreements, incl. share rights (dividends, capital repayment, redemption of preference shares, class protection, share transfer, voting), non-executive directors, general restrictions on dealings at board anm shareholders level, warranties and exit policy
- Joint Ventures, when they should be considered, their structuring including the JV company and the drafting of applicable termination and exit mechanisms.
Contacts
| Paul Foley (Partner) | Profile | |
| Andrew Clarke (Partner) | Profile | |
| Patrick D. Rowan (Consultant) | Profile |
