Section 725 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)) provides two ways for a company to be struck off the Register of Companies (‘the Register’) and dissolved: • voluntarily, pursuant to CA 2014 (IRL), s 725(2), or • involuntarily, pursuant to CA 2014 (IRL), s 725(1) and the powers conferred on the Registrar of Companies (‘the Registrar’) Voluntary strike-off CA 2014 (IRL), s 725(2) permits a company to apply to the Registrar for the company to be struck off the Register, provided that the conditions set out in CA 2014 (IRL), s 731 are satisfied. The conditions prescribed by CA 2014 (IRL), s 731(1) are as follows: • the company has never traded or has ceased to trade • within three months of the application the company has passed special resolutions: ◦ resolving to apply for strike-off on the basis that it has never traded or has ceased to trade, and ◦ resolving that pending determination of the application, the company shall not trade or incur liabilities • the

This Practice Note provides an overview of competition law and commercial agreements in Ireland. It begins with an overview of the Irish legislative framework, the enforcement powers of the Competition and Consumer Protection Commission and key substantive rules. Subsequently, it explores both vertical and horizontal agreements, identifying the block exemptions which apply to each and discussing the permissibility of various commercial practices and trading techniques which typically occur under such arrangements. Overview of legislative framework in Ireland In Ireland, the primary piece of competition legislation relevant to commercial agreements is the Competition Act 2002 (Ireland) (CA 2002 (IRL)). CA 2002 (IRL) has been amended and supplemented by various pieces of legislation, including by the Competition (Amendment) Act 2022 (Ireland) (C(A)A 2022 (IRL)). The relevant Irish laws are very similar to the equivalent competition laws of the EU. The most relevant prohibitions are in relation to: • anti-competitive agreements and concerted practices: under CA 2002 (IRL), s 4 and Article 101(1) of the Treaty on the Functioning of the European Union (TFEU)

This Checklist outlines the steps that should be taken in order to comply with discovery obligations when acting for a client who has received a request for voluntary discovery or where an order for discovery has been made. This Checklist is intended as a quick reference guide and should be read in conjunction with Practice Note: Ireland—How to comply with the discovery process effectively. Scope of the discovery obligation Core obligation • Confirm precisely which discovery categories have been agreed or ordered. • Identify all documents within your client’s possession, power or procurement falling within those categories. • Consider whether your client has an unfettered right to demand production of documents not physically held by it. • Ensure the search extends to documents in the custody or power of your client’s solicitors, agents, or persons acting on its behalf. • Remember that discovery may include documents adverse to your client’s case, not only documents helpful to it. Legal framework • Check compliance with SI 15/1986 (IRL), Order 31, Rule 12, Rules of the Superior Courts, governing discovery. • Check

This COMPROMISE Agreement (Agreement) is made on [insert date] between 1 [Employer Name] with its registered address at [address](the Company); 2 [Employee Name], [address](the Employee). WHEREAS: The Employee has been employed by the Company since [date] under a contract of employment dated [date]. Insert brief reason as to the reason for termination of employment, for example, ‘by mutual agreement’ or ‘by reason of redundancy’. This clause will need to be amended in the event that the termination date is in the past. It has been agreed by the parties that the Employee’s employment will terminate by [mutual agreement OR redundancy] on [date](the Termination Date); Where claims or proceedings have been filed, these should be clearly identified by their record number and included in the definition of ‘Claim’ or ‘Proceedings’ as necessary. The Employee has submitted a complaint before the Workplace Relations Commission under the [insert Act(s)] (bearing reference number: [insert] (the ‘Complaint’). AND/OR The Employee has initiated a claim before the Personal Injuries Resolution Board with reference: [insert] (the ‘Personal Injuries Claim’). AND/OR The Employee has issued proceedings before the [District Court/Circuit Court/High

This Practice Notice considers concurrent wrongdoers as governed by the Civil Liability Act 1961 (Ireland) (CLA 1961 (IRL)). It describes what a concurrent wrongdoer is and defences that can relied on by parties pursuant to CLA 1961 (IRL). The procedure for claiming a contribution as a concurrent wrongdoer against another concurrent wrongdoer and for joining a third party to proceedings in the High Court, Circuit Court and District Court is examined. Applications to set aside a third-party notice are discussed. It also explains when a party can seek a contribution from a concurrent wrongdoer in separate proceedings and discussed the treatment of concurrent wrongdoers and debt claims. Civil Liability Act 1961 (Ireland) There are a number of provisions in the Civil Liability Act 1961 (Ireland) (CLA 1961 (IRL)) which deal with concurrent wrongdoers. These provisions can be relied upon by a concurrent wrongdoer to reduce a plaintiff’s claim against it and can also be used by a concurrent wrongdoer in seeking a contribution from another concurrent wrongdoer. The potential consequences of these provisions

This is a precedent conditions precedent satisfaction letter for use by the Lender of a bilateral facility whereby the Lender is required to confirm to the Borrower in writing when all documentary conditions precedent to lending are satisfied (or have been waived). In the conditions precedent satisfaction letter, the confirmation from the Lender to the Borrower about the satisfaction of the documentary conditions precedent is based on a written confirmation from the Lender's legal advisers which should be attached to the conditions precedent satisfaction letter as an appendix (see Precedent: Ireland—Conditions precedent satisfaction letter: for a bilateral facility agreement—lender’s lawyer to lender). This is the usual procedure. Addressee of letter The conditions precedent satisfaction letter contemplates that the Lender is required to confirm satisfaction of the documentary conditions precedent to the Borrower. This is the usual position but it may vary if there is more than one Borrower or other obligors in the facility. Check the terms of your facility agreement to establish who the Lender is required

This is a precedent conditions precedent satisfaction letter for use by the law firm acting for the Lender in respect of a bilateral facility under which the law firm confirms to the Lender in writing that it has received signed copies of the various documentation in the agreed form following its review of the documentary conditions precedent. The nature of conditions precedent Facility agreements include specific conditions which need to be satisfied before funding will occur. These conditions are known as conditions precedent (CPs). They are not conditions to the facility agreement coming into effect. They are conditions precedent to lending. Conditions precedent are included to provide the lender with a mechanism to ensure that: • certain documentary matters are dealt with, and • certain factual circumstances exist, before funds are made available to the Borrower. Letter of confirmation The form of confirmation that a law firm will be able to give will depend on the type of condition precedent being signed off. Where the condition precedent is confirmation of a signed document

This Checklist is designed to highlight issues commonly arising during the negotiation and drafting of Precedent: Ireland—Confidentiality agreement—mutual. For guidance on the protection available for trade secrets and confidential information in a commercial context, see Practice Note: Ireland—Trade secrets and confidential information. The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Key considerations and definitions ☐ Confirm the parties to the agreement. Consider which people and/or entities will be party to the agreement, and whether one party or multiple parties will be disclosing confidential information. ☐ Confirm how confidential information will be defined. Consider:• is a general definition or list form appropriate? • will any confidential information belonging to group companies be disclosed? • will any confidential information be disclosed to group companies? • will authorised representatives of the contracting parties be disclosing or receiving information? • what type of information will be excluded from the definition (eg information already in the public domain or which the discloser agrees in writing is not confidential)? ☐

This Agreement is made on [insert date] Parties Check that the parties named in the contract are correct. If there is more than one company in a corporate group, check that the company entering into the contract is the appropriate group entity. Parties 1 [insert name of party] [of [insert details] OR a company incorporated under the laws of Ireland with registered number [insert registered number] whose registered office is at] [insert address] (’Party A’); 2 [insert name of party][ of [insert details] OR a company incorporated under the laws of Ireland with registered number [insert registered number] whose registered office is at] [insert address] (‘Party B’); and each of Party A and Party B being a ‘party’ and together they are the ‘parties’. Background This section (which is also known as the ‘recitals’) should be used to briefly summarise the agreement and explain relevant background information. It should not contain substantive or operative provisions, and should be clear as to whether or not it is intended to be legally binding. Setting out the background is not essential but may be useful as an introduction to the

This confidentiality agreement is for use at the outset of an asset purchase transaction proceeding by way of auction sale, when the bidder is conducting due diligence on the target’s affairs. Note that each bidder will be required to execute a confidentiality agreement on the same terms. This agreement is drafted on the basis that there is a single corporate seller and assumes that there will be a one-way flow of confidential information (and possibly personal data) from the seller to the bidder. This agreement includes: • covenants concerning non-solicitation of customers and employees of the seller/target, and • an indemnity from the bidder in the event of a breach of the confidentiality agreement A confidentiality agreement gives the seller a measure of realistic protection, given the restrictions it places on the bidder and the contractual remedies that it affords the seller in the event of breach. However, practical protections are also important and therefore the way in which the confidential information is disclosed will be important. Use of a data room (whether physical or virtual) will afford

This confidentiality agreement is for use at the outset of a share purchase transaction proceeding by way of auction sale, when the bidder is conducting due diligence on the target’s affairs. Note that each bidder will be required to execute a confidentiality agreement on the same terms. This agreement is drafted on the basis that there is a single corporate seller and assumes that there will be a one-way flow of confidential information (and possibly personal data) from the seller to the bidder. This agreement includes: • covenants concerning non-solicitation of customers and employees of the seller/target, and • an indemnity from the bidder in the event of a breach of the confidentiality agreement A confidentiality agreement gives the seller a measure of realistic protection, given the restrictions it places on the bidder and the contractual remedies that it affords the seller in the event of breach. However, practical protections are also important and therefore the way in which the confidential information is disclosed will be important. Use of a data room (whether physical or virtual)

This confidentiality agreement is for use at the outset of a share purchase transaction when the buyer is conducting due diligence on the target’s affairs. It is assumed that the seller is not a listed company; therefore there are no standstill provisions, market abuse provisions or insider dealing provisions. This agreement is drafted on the basis that there is a single corporate seller (rather than individual sellers) and assumes that there will be a one-way flow of confidential information (and possibly personal data) from the seller to the buyer. It therefore also includes links to Precedent pro-disclosing party and pro-receiving party data sharing provisions involving incidental personal data sharing if the parties will each act as joint controllers and wish to contract on a basis that complies with essential requirements of data protection law in connection with limited sharing of low risk personal data as part of due diligence. This agreement does not contain all the seller-protection provisions that could be included. It does not include: • covenants concerning non-solicitation of customers and