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PRECEDENTS
These precedent green clauses are for insertion into a lease of commercial property to incorporate sustainable and circular economy principles in repair and alteration covenants, rent review assumptions, and provide for the protection of energy and sustainability
PRACTICE NOTES
Introduction Environmental, social and governance (ESG) considerations have moved from the margins of corporate strategy to the centre of legal and regulatory risk. In Ireland, businesses are under increasing pressure to demonstrate credible sustainability credentials to consumers, investors and regulators. At the same time, claims relating to climate neutrality, carbon reduction, recyclability and broader environmental impact are subjected to rigorous scrutiny. Against this backdrop, allegations of ‘greenwashing’, meaning the making of misleading, exaggerated or unsubstantiated environmental claims, are emerging as a material litigation risk. What was once primarily a reputational concern is rapidly evolving into a legal exposure with potential civil, regulatory and, in some cases, criminal consequences. The risk is not confined to consumer-facing sectors. Financial services, asset management, aviation, energy, food and drink, construction and real estate are all within scope, particularly where sustainability claims intersect with disclosure obligations or regulated communications. Ireland presents a distinctive risk profile. While reported judgments remain limited, the legal tools to conduct greenwashing litigation are already in place and there is an expanding body of domestic and EU sustainability
PRECEDENTS
This Precedent is a pro forma grievance policy and procedure for an employer to include in a staff handbook. The procedure complies with the requirements of the Code of Practice on Grievance and Disciplinary Procedures and includes information on the right to be accompanied and overlapping grievance and disciplinary matters. The contract of employment must include express terms outlining the grievance and disciplinary procedures that apply to the employment. The Code of Practice on Grievance and Disciplinary Procedures provides that grievance and disciplinary procedures should be in writing and in a form and language that can be easily understood. This grievance procedure is intended to be such a document and should be provided to all employees at the commencement of their employment. 1 Purpose and scope of the procedure 1.1 Grievances are concerns, problems or complaints that employees raise with their employers. Grievances may relate to, amongst other things, terms and conditions of employment, health and safety, work relations, new working practices, organisational changes, equal opportunities[ and bullying and harassment].[ If the grievance relates to discrimination, bullying, harassment[ or
PRECEDENTS
This Precedent is a short-form, basic pro forma grievance policy and procedure for an employer to include in a staff handbook. The procedure complies with the requirements of the Code of Practice on Grievance and Disciplinary Procedures and includes information on the right to be accompanied and overlapping grievance and disciplinary matters. The contract of employment must include express terms outlining the grievance and disciplinary procedures that apply to the employment. The Code of Practice on Grievance and Disciplinary Procedures provides that grievance and disciplinary procedures should be in writing and in a form and language that can be easily understood. This grievance procedure is intended to be such a document and should be provided to all employees at the commencement of their employment. Good practice requires a number of stages in grievance handling. Procedures should be reviewed and updated periodically so that they are consistent with changed circumstances in the workplace, developments in employment legislation and case law, and good practice generally For a more detailed grievance policy and procedure, see Precedent: Ireland—Grievance policy and procedure. See
PRECEDENTS
General This Precedent Grounding notice provides a structured template for a lessor to formally notify a lessee that it requires the immediate grounding of the aircraft following an event of default under an aircraft operating lease agreement. It is useful for legal practitioners as it contains drafting notes to help with compliance with contractual notice provisions, preservation of enforcement rights, and offers practical drafting guidance. It can be used in conjunction with Precedent: Ireland—Notice of default—breach of aircraft operating lease agreement—lessor to airline. This Precedent is illustrative only. Check the provisions of the aircraft operating lease agreement and confirm with local counsel in the jurisdiction of the operator to establish the exact formalities that must be complied with. When is a grounding notice t required? Aircraft operating lease agreements typically include a mechanism under which a lessor can, if it chooses, take certain actions if the lessee breaches the terms of the aircraft operating lease agreement or certain other events occur, subject to applicable grace periods outlined in the agreement. The events that allow the lessor
PRECEDENTS
This Precedent is a definition for the term ‘group company’, which is a term commonly used in agreements, to be included in the definitions and interpretation clause of an agreement. It will not be appropriate
PRECEDENTS
Group • This Precedent is a definition for the term ‘group’, which is a term commonly used in agreements, to be included in the definitions and interpretation clause of an agreement. It will not be appropriate to include the term in every type of agreement and, if it is included, the definition may not be appropriate in the suggested form. Careful consideration should be given
PRECEDENTS
Using this Precedent Guarantee and Indemnity deed This is a precedent bilateral guarantee and indemnity deed (Guarantee) which can be used to take a guarantee and indemnity from two group companies incorporated in Ireland. The guarantors together are referred to as the ‘Obligors’ and are assumed to be both borrowers and guarantors. This drafting note explains the context for its use and assumptions on which this Precedent Guarantee is based. This Precedent Guarantee is drafted as a standalone guarantee on an all monies basis. Precedent Guarantee for use in bilateral transactions This Precedent Guarantee is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). The parties to it are: • two group companies acting as guarantors (defined as ‘Obligors’) which are also borrowers under the related financing arrangements • a single bank lender who is the beneficiary under the guarantee (defined as the ‘Lender’) In commercial financing arrangements, the Lender will often expect to be given a guarantee
PRECEDENTS
Using this Precedent Guarantee and Indemnity deed This is a precedent bilateral guarantee and indemnity deed (Guarantee) which can be used to take a guarantee and indemnity from a company incorporated in Ireland. This drafting note explains the context for its use and assumptions on which this Precedent Guarantee is based. This Precedent Guarantee is drafted as a standalone guarantee on an all monies basis. Precedent Guarantee for use in bilateral transactions This Precedent Guarantee is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). The parties to it are: • a single guarantor (defined as the ‘Guarantor’) • a single bank lender who is the beneficiary under the guarantee (defined as the ‘Lender’) The guarantee is to be given by the Guarantor to the Lender in respect of the obligations of a single company (defined as the ‘Company’) to the Lender under various financing arrangements. In some circumstances, the Guarantor will be the parent company of the Company. This is reflected by
PRECEDENTS
Using this Precedent Guarantee and Indemnity deed This is a precedent bilateral guarantee and indemnity deed (Guarantee) which can be used to take a guarantee and indemnity from a company incorporated in Ireland. This drafting note explains the context for its use and assumptions on which this Precedent Guarantee is based. This Precedent Guarantee is drafted as a standalone guarantee on a specific basis. Precedent Guarantee for use in bilateral transactions This Precedent Guarantee is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). The parties to it are: • a single guarantor (defined as the ‘Guarantor’), and • a single bank lender who is the beneficiary under the guarantee (defined as the ‘Lender’) The guarantee is to be given by the Guarantor to the Lender in respect of the obligations of a single company (defined as the ‘Company’) to the Lender under specific finance documents. In some circumstances, the Guarantor will be the parent company of the Company. This is reflected by the optional
PRACTICE NOTES
Guarantees are typically used in banking transactions as a form of collateral for a debt. In such circumstances, they are a contractual arrangement where one party (the guarantor) agrees to answer for the liability of another party (the principal) to another party. They do not create rights over property. In this context, guarantees are characterised as quasi-security. This Practice Note examines: • the key characteristics of guarantees • how guarantees are used in financing transactions • why lenders prefer guarantee documentation to include both a guarantee and an indemnity • which obligations are commonly guaranteed in finance transactions—obligations under a specific transaction or ‘all monies’? • whose obligations are commonly guaranteed in finance transactions • the use of limited guarantees, and • the importance for lenders of understanding the rights of guarantors and guarantor protections. This Practice Note does not deal with on demand guarantees. Characteristics of guarantees A guarantee is a secondary obligation in a tripartite structure. Meaning of tripartite structure A guarantee is a promise by one party (the guarantor) to another party
FLOWCHARTS
The EU General Data Protection Regulation (EU GDPR) provides a number of rights for data subjects, including providing a right of access to their personal data, rights to rectification, erasure, restriction of processing and data portability. Data subjects can make a request to an organisation to exercise one or more of these rights at any time and there are strict time limits for complying with requests made. For further detailed information on how to handle data subject access requests, see Practice Note: Ireland—How to handle data subject access requests. This Flowchart maps out a process for handling data subject requests received under the EU GDPR. It reflects requirements in the EU GDPR together with guidance issued by the Data Protection Commissioner (DPC). It should be read in conjunction with Practice Note: Ireland—How to handle data subject access requests and Ireland—Evaluating a data subject access request—flowchart where relevant. Note 1—data subject requests The EU GDPR gives data subjects a number of rights including the following: • a right of access to their personal data • rights to rectification,