Shareholder activism and engagement—Ireland—Q&A guide [Archived]

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Shareholder activism and engagement—Ireland—Q&A guide [Archived]
  • 1. What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?
  • 2. How frequent are activist campaigns in your jurisdiction and what are the chances of success?
  • 3. How is shareholder activism generally viewed in your jurisdiction by the legislature, regulators, institutional and retail shareholders and the general public? Are some industries more or less prone to shareholder activism? Why?
  • 4. What are the typical characteristics of shareholder activists in your jurisdiction?
  • 5. What are the main operational governance and sociopolitical areas that shareholder activism focuses on? Do any factors tend to attract shareholder activist attention?
  • 6. What common strategies do activist shareholders use to pursue their objectives?
  • 7. What are the general processes and guidelines for shareholders’ proposals?
  • 8. May shareholders nominate directors for election to the board and use the company’s proxy or shareholder circular infrastructure, at the company’s expense, to do so?
  • 9. May shareholders call a special shareholders’ meeting? What are the requirements? May shareholders act by written consent in lieu of a meeting?
  • More...

Shareholder activism and engagement—Ireland—Q&A guide [Archived]

This Practice Note contains a jurisdiction-specific Q&A guide to shareholder activism and engagement in Ireland published as part of the Lexology Getting the Deal Through series by Law Business Research (published: November 2020).

Authors: Matheson—Naomi Barker; David Jones

1. What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?

The primary sources of laws and regulations relating to shareholder activism and engagement include:

  1. the Companies Act 2014 (the Companies Act);

  2. the Irish Takeover Rules;

  3. Euronext Dublin – Rule Book II: Listing Rules (the Listing Rules);

  4. the Transparency (Directive 2004/109/EC) Regulations 2007 (the Transparency Regulations);

  5. the Market Abuse Regulation (MAR); and

  6. the UK Corporate Governance Code and Irish Corporate Governance Annex.

The Companies Act is the primary source of Irish company law (including provisions relevant to shareholder activism and engagement), and it applies to every Irish incorporated company.  The Director of Corporate Enforcement was established pursuant to the Company Law Enforcement Act 2001 and is primarily responsible for the enforcement of company law.

The Irish Takeover Rules are made by the Irish Takeover Panel under the powers granted to it by the Takeover Panel Act 1997 and by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, as amended. The Rules are intended to provide a framework for an orderly market for relevant Irish public

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