This guide sets out how to manage under-performance in the workplace. It considers, in particular, the possible reasons for under-performance, the responsibilities of a manager, ways of motivating under-performers and pitfalls to be aware of, and outlines a formal performance process. Why an employer should tackle under-performance There is (at common law) an implied warranty that an employee is competent to perform the work for which they have been employed. The obvious problem with under-performance is that the employee concerned is not performing the work the employer needs them to do, or is not performing it competently. However, it can also cause a serious drain on management time and also have a knock-on effect on other employees, in that: • colleagues may have to spend time doing the under-performing employee’s work in addition to their own, or double-checking it to avoid mistakes being made • the focus on an under-performing employee may leave high-performing employees feeling ignored or unappreciated, this may lead to them becoming less motivated and lowering their own performance, or deciding to leave

Background The European long-term investment fund (ELTIF) is a pan-European product for alternative investment funds (AIFs). Its objective is to facilitate the raising and channelling of capital towards long-term investments in the real economy, including investments that promote the European Green Deal and other priority areas. The introduction of the ELTIF pursuant to Regulation 2015/760/EU (the ELTIF Regulation) in 2015 was a milestone in the development of pan-European long-term investment products. However, the uptake of the ELTIF has not been as successful as expected, which was partly attributed to certain restrictions within the regime. The European legislatures recognised this and undertook a targeted reform to make it more appealing to both investors and fund managers. ELTIF 2.0 applied from 10 January 2024 and the ELTIF is on its way to unlock its original objective and play a significant part in raising private capital from retail and institutional investors. What is an ELTIF? The ELTIF is a long-term investment product

In financing transactions, conditions precedent (each a CP or together CPs) are the specific conditions that need to be fulfilled for funding to occur under a facility agreement. They are not necessarily conditions to the facility agreement coming into effect, but typically conditions to lending (although some facility agreements will also contain CPs to signing of the facility agreement (the Loan Market Association leveraged facility being an example)). CPs can also be used in finance documents as conditions to the effectiveness of amendments/waivers or an accession. There are two types of CPs: • factual CPs, and • documentary CPs The factual CPs are usually found within the body of the facility agreement in the clause dealing with conditions to utilisation. The borrower’s lawyers should check with the borrower that the factual CPs will be satisfied immediately prior to drawdown. These sorts of conditions will often be related to the representations and warranties given by the obligors. The documentary CPs are usually listed in

This short guide sets out the steps to be followed to remove a director of an Irish company. Removal of a director by ordinary resolution of the members A director, other than a director holding office for life, may be removed from office at any time by ordinary resolution of the members passed at a general meeting of a company before the expiration of their period of office and notwithstanding anything in any agreement between the director and the company. The resolution may be put forward by a member or submitted by the directors, the requirements differ depending on who puts forward the resolution. For further information, see Practice Note: Ireland—Removal of a director. Specific steps to be followed Step 1 Where the notice detailing the proposed resolution is put forward by a member, the notice must be received by the company at least 28 days before the meeting at which it is to be proposed (see Precedents: Ireland—Notice of proposed ordinary resolution to remove a director from office—and request to convene general meeting

This Practice Note provide a high level summary of the key considerations you should have in mind when you have received and will need to respond to a letter of claim. Initial considerations Read the letter of claim you have received with a view to determining: • whether the other side appear to have a valid claim—can you make a quick assessment of their legal arguments and/or whether you might have a potential defence (for example, could they be outside of a relevant limitation period)? Prior to the start of any proceedings (or your client agreeing to enter into a standstill), time will continue to run in respect of the limitation periods applicable to the other side’s claim. The other side sending a formal letter of claim does not impact in any way on the running of such time • what remedies are they seeking—eg where an interim injunction (or any other form of emergency interim relief) is threatened, you would need to deal with the letter of claim more swiftly.

This Practice Note is a ‘how to’ guide on reviewing an NDA (also known as a non-disclosure agreement or a confidentiality agreement) which signposts relevant content. It includes a summary of what an NDA is, when and why it is required in a commercial transaction, and a high level look at the legal and practical factors to consider when reviewing an NDA. For links to more detailed guidance on the law in relation to confidentiality, see: Ireland—Confidential information and intellectual property—overview. For further information on how confidentiality obligations are typically dealt with in commercial contracts, see Practice Note: Ireland—Trade secrets and confidential information. When confidential information is shared, it is assumed that a disclosing party will be most likely to draft and issue a non-disclosure agreement (NDA), and the receiving party will be the one reviewing it. However, in many situations there will be a mutual exchange of confidential information and so it may not be obvious which party is responsible for drafting or reviewing. In any event, it will be helpful

This Practice Note is a ‘how to’ guide on reviewing an indemnity clause in commercial business-to-business (B2B) agreements which signposts relevant content. It considers pro-party positions and includes links to potentially relevant issues, including what is an indemnity clause, preliminary considerations, key elements of the clause (including parties, scope and language, definition of ‘losses’, conduct of claims, duty to mitigate), other clauses to consider (including exclusion and limitation of liability and boilerplate) and practical considerations. Indemnities are an important tool for managing risk in commercial contracts. They are often fiercely negotiated and are frequently the subject of judicial scrutiny. An indemnity clause should not be considered in isolation. It should be viewed as part of a suite of potential remedies, with a clear understanding of the distinctions between them and how they may interact. This ‘How to Guide’ is a very high-level introduction to the review of indemnity clauses and may be suitable for trainee solicitors or junior lawyers or helpful for more experienced lawyers as an aide memoire when checking clauses. It

This Practice Note is a ‘how to’ guide on varying commercial contracts which signposts relevant content. It includes a summary of what contract variation is, whether variation is appropriate, the requirements for a valid variation, other legal considerations, and practical points when varying a contract. Although the hope when a contract is signed is that it will be filed away without any need to check the terms, sometimes circumstances change during the life of a contract. This could be because of a change in the law that impacts the parties’ liabilities or a change in the commercial reality of the arrangement (for example the parties want a longer term). The parties may want to record the changes formally by making a change to the contract. The best way of varying a contract will depend on several factors. For a useful, detailed checklist to use when you need to vary an agreement, see: Ireland—Contract variation—checklist. What is a contract variation? A contract variation is a subsequent change to an original contract. Care should be taken

If the counterparty in a transaction is an ICAV, completion searches will need to be made in the Register of ICAVs and the ICAV Register of Charges which are maintained by the Central Bank. The Register of ICAVs lists all ICAVs that have been registered with the Central Bank, with links to director details, secretary details and Instruments of Incorporation. The Register of ICAVs does not include any reference to charges, which must be checked separately on the ICAV Register of Charges. The ICAV Register of Charges may not be fully up to date, therefore a purchaser from an ICAV should obtain a certificate

This Practice Note provides an overview of the mediation process and some of the key practical issues that a practitioner needs to consider in IP disputes. There is nothing unique about mediating an IP dispute in comparison to other disputes. The conduct of any mediation depends on the nature of the dispute and the parties’ intentions and therefore the issues involved will guide the considerations outlined in this note (such as the choice of mediator, the papers prepared, etc). However, it is worth bearing in mind that IP disputes often feature characteristics which may distinguish them from disputes in other fields, and may influence the form of alternative dispute resolution (ADR) mechanism that the parties choose to use, and the approach that they take to mediation if that is the chosen process (see IP disputes below). What is mediation? Mediation is a voluntary and confidential attempt by two or more parties to reach a negotiated settlement to a dispute. It is conducted by the parties with the assistance of a neutral third party (the mediator)

Updated by Johan Verbruggen of Fieldfisher LLP. Scope of this Practice Note This Practice Note outlines the process which must be followed and the key considerations which should be contemplated when identifying the defendant(s), and any co-defendants, to a medical negligence claim. For guidance on parties to an action more generally, see Practice Note: Ireland—Parties to an action. For guidance on the procedure for bringing medical negligence claims in Ireland, see Practice Note: Ireland—Medical negligence claims procedure. The Health Service Executive The Health Service Executive (HSE) is the publicly funded healthcare system in Ireland. The HSE was established by the Health Act 2004 (Ireland) (HA 2004 (IRL)) and came into operation on 1 January 2005 and is responsible for the operation of the health service. Its parent department is the Department of Health which is responsible for policy and the strategic development of the healthcare system. HA 2004 (IRL), s 7(4)(a) sets out the object and functions of the HSE and states that the HSE: ‘shall

Ireland-Dispute Resolution analysis: This article, written by Darragh Killeen and Shannon Fahy of Browne Jacobson explores the Defamation (Amendment) Bill published by the Irish Government.