This Checklist is designed to help a business decide whether it should be using its standard form terms and conditions for a particular transaction, or whether it is more appropriate to use a bespoke contract. This Checklist is designed to be attached to the front of the business’ standard terms document as a prompt to consider the issues before they are selected for use. It is appropriate for business-to-business (B2B) transactions only. Standard form terms and conditions should be used to make a business more efficient, but they are not appropriate for all contracts. It is important that a business

This Practice Note examines direct discrimination under the Employment Equality Act 1998 (Ireland) (EEA 1998 (IRL)), as amended. Direct discrimination Equality legislation sets out the parameters within which someone can be considered as being discriminated against. In EEA 1998 (IRL), as amended, the definition of discrimination focuses on whether a person has been treated less favourably in the workplace than another person in a similar situation on any of the nine grounds listed within EEA 1998 (IRL), as amended. While this Practice Note focuses on direct discrimination by an employer and how it is interpreted under EEA 1998 (IRL), as amended, it is important to remember that discrimination can be direct or indirect. Indirect discrimination occurs when an organisation’s policies and practices have negative consequences for those who qualify as identifying within one of the nine discriminatory grounds set out under EEA 1998 (IRL), s 6(2), as amended. Discrimination is defined as less favourable treatment linked to specified grounds. An employee is said to be discriminated against if they are treated less favourably than another employee

Registration In order for the summary approval procedure (SAP) to be valid, a copy of this declaration must be submitted to the Companies Registration Office (CRO) not later than 21 days after the Company enters into the Relevant Transaction. Failure to comply with this requirement invalidates the SAP. and therefore the transaction unless the Company applies to court for a declaratory order that the carrying on of the restricted activity shall be valid. The court will only make such an order where it is satisfied that it is just and equitable to do so. The CRO also provides a precedent declaration form SAP 203—Declaration where financial assistance for acquisition of shares or transactions with directors which may be used in the alternative. COMPANIES ACT 2014 DIRECTORS’ DECLARATION [insert company name] LIMITED (COMPANY NUMBER [insert company number]) (the Company ) [I OR We], [insert name of director] of [insert address of director], [insert name of director] of [insert address of director] and [insert name of director] of [insert address of director] [each being] aged 18 years and upwards do [and

General fiduciary duties of directors under the Companies Act 2014 The principal fiduciary duties of directors, set out in Companies Act 2014 (Ireland), s 228, are to: • act in good faith in what the director believes to be in the best interests of the company • act honestly and responsibly in relation to the conduct of the company's affairs • act in accordance with the company's constitution and using powers only for their intended purposes • avoid conflicts of interest between the director's duties and personal interests • exercise reasonable care, skill, and diligence in the performance of their duties • consider the interests of employees and members of the company, and • consider the interests of creditors when the company is insolvent These duties come under sharp focus when a company experiences financial difficulties. For further reading, see Practice Notes: Ireland—Appointment, retirement and resignation of a director, Ireland—Court applications under the Companies Act 2014 (Ireland) and Ireland—Claims against directors—key and illustrative decisions. Duties during financial difficulties Directors typically owe their duties to the company

This Precedent sets out the form resolution that may need to be passed by the members of a company pursuant to statutory provisions to approve a provision in a service contract under which the guaranteed term of employment of a director is, or may be, longer than five years. The resolution should be inserted into the appropriate document, which will depend upon the type of company and how the resolution is to be proposed. If the resolution is being proposed: —as a written resolution, see Precedent: Ireland—Written resolution of members of a private company limited by shares —at a general meeting of a private limited company, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company, and —at an annual general meeting of a private limited company, see Precedent: Ireland—Notice of an annual general

This Precedent sets out the form resolution that may need to be passed by the members of a company pursuant to statutory provisions to approve a provision in a service contract under which the guaranteed term of employment of a director is, or may be, longer than five years. The resolution should be inserted into the appropriate document, which will depend upon the type of company and how the resolution is to be proposed. If the resolution is being proposed: —as a written resolution, see Precedent: Ireland—Written resolution of members of a private company limited by shares, and —at a general meeting of a private limited company, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company —at an annual general meeting of a private limited company, see Precedent: Ireland—Notice of an annual general meeting of a private

This is a Precedent director’s certificate for use by the borrower of a bilateral facility. . What is a director’s certificate? Delivery of an original director's certificate is usually one of the conditions precedent in a facility agreement. Conditions precedent are the conditions that need to be fulfilled for funding to occur. They are included to provide the lender with a mechanism to ensure that, before funds are lent to the borrower: • certain documentary matters are dealt with, and • certain factual circumstances exist Documentary conditions precedent The documentary conditions precedent to lending are usually listed in a schedule to the facility agreement. ). As well as an original director’s certificate, documentary conditions precedent typically include certified copies of certain documents such as: • the constitutional documents and register of members and register of directors of the borrower, any guarantor and any party providing security for the transaction (a third-party security provider) • the board resolutions of the borrower, any guarantor and any third-party security provider • any official consents which may be required, for example exchange controls, and

This is a precedent director's certificate for use by the guarantor or third-party security provider in respect of a bilateral facility. The parent of the borrower to a facility agreement may enter into a guarantee with the lender and/or provide a share charge to the lender to guarantee and/or secure the obligations of the borrower under the facility agreement. If such a guarantee or security is given the lender is likely to require that a director of the guarantor/security provider gives a director’s certificate (along the same lines as the director’s certificate given by a director of the borrower—see Precedent: Ireland—Director’s certificate for a bilateral loan: borrower What is a director’s certificate? Delivery of an original director's certificate from the borrower and any guarantor/third-party security provider is usually one of the conditions precedent in a facility agreement. Conditions precedent are the conditions that need to be fulfilled for funding to occur. They are included to provide the lender with a mechanism to ensure that, before funds are lent to the borrower:

This Practice Note was produced in partnership with Catherine Kelly of Mason Hayes & Curran LLP. The Equal Status Act 2000 (Ireland) The Equal Status Act 2000 (Ireland) (ESA 2000 (IRL)) prohibits discrimination in the provision of goods and services, and access to education, on the grounds of disability. The disability ground is just one of eleven grounds protected under ESA 2000 (IRL), s 3. This Practice Note considers the ground of disability only. ESA 2000 (IRL) applies to anyone who: • buys or sells goods that are available to the public or a section of the public • uses or provides services that are available to the public or a section of the public, or • attends or manages a pre-school, school, college or other educational establishment irrespective of whether the establishment is supported by public funds or not Education Educational establishments are not permitted to discriminate in relation to the following actions: • the admission or the terms or conditions of admission of a person as a student to the

Defining disability Employers have a clear ethical and legal duty to create inclusive workplaces for people with disabilities. The Employment Equality Acts 1998–2015 (Ireland) (as amended, EEA 1998 (IRL)) prohibit discrimination for those with a disability, with EEA 1998 (IRL), s 2 defining a ‘disability’ as: ‘(a) the total or partial absence of a person’s bodily or mental functions, including the absence of a part of a person’s body, (b) the presence in the body of organisms causing, or likely to cause, chronic disease or illness, (c) the malfunction, malformation or disfigurement of a part of a person’s body, (d) a condition or malfunction which results in a person learning differently from a person without the condition or malfunction, or (e) a condition, illness or disease which affects a person’s thought processes, perception of reality, emotions or judgement or which results in disturbed behaviour, and shall be taken to include a disability which exists at present, or which previously existed but no longer exists, or which may exist in the future or

Background Prior to April 2023, a person lacking capacity to make decisions regarding their property, money and other affairs was made a ward of court pursuant to the now repealed Lunacy Regulation (Ireland) Act 1871 (Ireland). The Assisted Decision-Maing (Capacity) Act 2015 (Ireland) (ADMCA 2015 (IRL)) came into force on 26 April 2023, with the intention of reforming the law in this area. ADMCA 2015 (IRL) replaces wardship with a new three-tier decision support framework based on capacity and section 54(2) of the Act provides that all adult wards must be discharged from wardship by April 2026. For further information on the new system, see the Decision Support Service website. In order to effect discharge from wardship, a discharge application must be made before the High Court in accordance with ADMCA 2015 (IRL), Pt 6 (Part 6 Applications). All remaining cases will be reviewed by the High Court before the April 2026 deadline, irrespective of whether a Part 6 Application has been made. This

What is discontinuance? Discontinuance is the means by which a plaintiff can voluntarily bring all or part of the proceedings it has instigated to an end by serving a formal notice of discontinuance. Discontinuance is different from a dismissal as it is not imposed by the court. It does not generally require a court hearing, although in certain circumstances as set out below, leave may be required and the court may impose terms. Discontinuance is well suited as a means to bring an end to proceedings where the matter is not listed for any substantive or interlocutory hearing. Reasons for discontinuing A plaintiff may wish to cease an action for any number of reasons, including: • the parties (or certain parties) have reached a settlement • facts have come to light meaning that the plaintiff cannot make out the claim (perhaps a ‘smoking gun’ has been found) • the plaintiff may not wish certain facts to come to light at trial for commercial reasons • the defendant has a ‘knock-out’ defence • the