When a company is in financial difficulty and hopes to avoid formal insolvency procedures it may want to ensure that relevant creditors quickly enter a standstill agreement to gain some breathing space to consider a restructuring plan. Parties The debtor company will be a party, together with operating subsidiaries holding valuable assets or at risk of formal proceedings or breaching their financial covenants, as well as usually the ultimate parent company. Other parties will be creditor(s) and other stakeholders who are essential to the success of the company, eg key customers and suppliers (if the company is a critical client, useful concessions may be obtained). Who has a seat at the negotiating table (and who should be party to the standstill) depends on where value is expected to break. Companies with complex layers of debt have various creditor classes with conflicting motives. Understanding their positions is key. For example, original lenders of record acquiring the debt at par may have a history of supporting the company, whereas secondary debt traders acquiring debt at

Legal advice in relation to environmental issues, where it is given on a corporate transaction, will require a commercial assessment of the environmental responsibilities taken on, or to be taken on, by the client and any actual or contingent risks and liabilities that may arise from them, including: • any potential impact on the value of assets (eg as a result of remediation in relation to environmental matters or other clean-up costs) • any likely operational issues (eg due to the transfer, suspension or revocation of an environmental permit or other necessary licence) • any consequential costs of compliance (eg the necessity to upgrade to plant and equipment to comply with environmental responsibilities) • any reputational risks (eg incidents of pollution or the perception of poor environmental or sustainability performance adversely affecting share prices), and • any risks of enforcement action or legal proceedings being taken against the target and/or its directors, managers, or other similar officers for any breach of environmental laws Environmental liabilities There are various

Debentures are used in many types of financing where it is desirable to take security over all of the assets of a particular entity. They are a form of umbrella document, incorporating many types of security over a broad range of assets. What is a debenture and when do you use one? What is a debenture? In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party. The term 'debenture' can also refer to a document that either creates or acknowledges a debt. This Practice Note deals with debentures as a form of security in the context of secured lending. In particular, it considers: • the formalities required for a debenture • the legal principles to be considered • the fixed security normally secured in a debenture • the floating security under a debenture • perfecting the security, and • enforcing debentures

Overview This Practice Note covers some of the key issues arising in software as a service (SaaS) and hardware/software maintenance service level agreements (SLAs). It focuses on availability (uptime) and break/fix fault resolution service levels and includes a discussion on the following areas: (i) scoping and setting the service levels; (ii) absolute v endeavours obligations; (iii) customer obligations; (iv) exclusions; (v) service credits; and (vi) termination rights. It also sets out common drafting and negotiation points, depending on the scope of the service (eg whether it is supplier-hosted SaaS or a system located ‘on-premises’ with the customer). It can be read alongside the following Precedents: • Ireland—Service level agreement—availability (uptime) service level for SaaS • Ireland—Service level agreement—hardware/software fault resolution support services Where an SLA is required for other types of service levels, many of the principles will remain the same (especially on absolute v endeavours obligations, service credits and termination rights). The more general Precedent: Ireland—Service level agreement provides a suitable starting point there. Scoping and setting the

The Labour Court of Ireland has issued recommendation LCR23165 on 18 July 2025 regarding a dispute between Marks & Spencer and 129 Team Managers represented by Mandate Trade Union. The dispute concerns M&S's proposal to abolish the Team Manager role in favour of a lower-paid position with expanded duties. The Court found that essential information had not been shared with the union and directed parties to return to local negotiations, with M&S to provide full details on change drivers and financial implications.

General note to this Precedent This is landlord’s break clause (break option) can be adapted to enable the landlord to terminate the lease on a specified date or dates, or on a rolling basis. The drafting assumes that the lease is excluded from Part II of the Landlord and Tenant (Amendment) Act 1980 (Ireland) (LT(A)A 1980 (IRL)). Lease with security of tenure under Part II of LT(A)A 1980 (IRL) If the Tenant has not renounced their potential renewal rights under Part II of LT(A)A 1980 (IRL), service of a contractual notice to exercise a break clause will (if it meets the contractual conditions) ends the contractual term of the Lease, but does not extinguish any renewal rights which may have been accrued by the tenant under LT(A)A 1980 (IRL) during their tenancy. It the tenant is entitled to a new tenancy under LT(A)A 1980 (IRL), in addition to exercising the contractual break clause, the Landlord would also need to establish their right not to renew the tenancy on one of the relevant grounds under LT(A)A

The majority (5:2) decision of the Supreme Court delivered on 9 April 2024 means that the Personal Injury Guidelines (the Guidelines), which came into effect in April 2021, are constitutional and legally binding and that changes to the Guidelines, will require intervention from the Oireachtas by way of legislation. Until such time, the Guidelines apply in personal injury proceedings taken after 24 April 2021 and the status quo remains. Written by Róisín Haughey, barrister-at-Law, at Law Library, Four Courts, Dublin 7.

The Law Society of Ireland's Conveyancing Committee has published new Requisition 45 to address the Residential Zoned Land Tax (RZLT) introduced by the Finance Act 2021. The requisition, which coincides with RZLT's first liability date of 1 February 2025, has been temporarily added to the end of the existing Requisitions on Title 2019. The Committee notes this placement is interim, pending completion of an ongoing review of the Requisitions. The practice note emphasises that specialist tax advice may be needed regarding RZLT liability.

The Law Society of Ireland has endorsed recommendations from the Legal Services Regulation Authority (LSRA) to amend the Legal Services Regulation Act 2015, allowing earlier dismissal of manifestly inadmissible complaints. The LSRA's review, containing 28 recommendations, aims to address the current requirement to formally investigate all complaints against legal practitioners, despite around half being inadmissible or not upheld annually since 2019. Additional proposals include prohibiting practitioners from issuing court proceedings against complainants alleging excessive costs until matters are determined, and enabling mediation at any stage of the complaints process.

This Checklist identifies issues you need to consider when seeking to mediate a dispute on behalf of your client. It covers three stages: • arranging the mediation • the period immediately prior to the mediation • what is required at the mediation Each stage identifies different issues, what needs to be done and what further guidance is available, eg in the form of Practice Notes. Arranging the mediation Issue to consider What needs to be done Further guidance Completed Form of mediation Investigate and discuss with client whether the mediation can and/or should be conducted:—face to face—by telephone—‘online’, ie remotely via video conferencing See: Ireland—Remote access mediation—checklist Mediator Appoint the mediator. Mediation fees/expenses Agree these with the mediator. These will usually be shared between the parties. Fees and costs must be reasonable and proportionate. Mediation agreement Agree the terms of the mediation agreement with the other party/parties and the mediator including the information required by MA 2017 (IRL), s 7. Solicitor’s statutory obligations before issuing proceedings Before

This Practice Note considers the circumstances where varying a commercial lease can trigger an implied or deemed surrender and re-grant of the lease. It covers: • the circumstances that may or may not trigger a surrender and re-grant by operation of law • some potential distinctions between the position in Ireland and England • the consequences of an inadvertent surrender and re-grant for both landlords and tenants • some alternatives to a deed of variation to vary the term or increase/decrease or otherwise alter the demise without triggering a deemed surrender and re-grant While this note will briefly touch upon stamp duty implications of a deemed surrender and re-grant, analysis of other tax considerations including the VAT treatment of a surrender and re-grant by operation of law does not form part of the scope of this Practice Note. What is a surrender and re-grant by operation of law in the context of a lease? An implied surrender and re-grant taking effect by operation of law can occur if the variation of the

Legal contract management process This Precedent Legal contract management process is designed to sit alongside your legal work process to explain to staff how to request the legal department drafts or reviews a contract. It is intended to ensure all the important topics you need to establish your contract management methods within your organisation are captured. This Legal contract management process is designed to explain how to: —request the legal department to draft a contract; —send third party contracts to the legal department for review. Non-lawyers can also be directed to Ireland—Commercial contract review and execution (business personnel)—checklist for an understanding of the issues to consider when negotiating or reviewing a business-to-business commercial contract. For suggested performance measurement metrics to monitor the efficiency and effectiveness of the contract management framework and process see Practice Note: Ireland—How to assess a contract management process. 1 Applicability—what is a contract? A contract is a legal document that states and explains a formal agreement between two different people/companies or groups. It gives rise to obligations, both rights