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PRACTICE NOTES
This Practice Note looks at the key definitions and terms used to describe platform solutions, and gives an explanation of the common types of platform and terms associated with them. It also includes an explanation of the definitions, in each of the key pieces of legislation in Ireland and the EU, used to determine the entities caught within the scope of that legislation. Scope of this Practice Note This Practice Note looks at the key definitions and terms used to describe platform solutions, and gives an explanation of the common types of platform and terms associated with them. It also includes an explanation of the definitions, in each of the key pieces of legislation in Ireland and the EU, used to determine the entities caught within the scope of that legislation. It covers: • online platforms • intermediaries • online instant messaging services • online marketplaces • search engines • social media platforms • streaming media platforms • video-sharing platform services • video communication/conferencing platforms • key platform legislation • EU E-Commerce Directive (Directive 2000/31/EC) and the Electronic
CHECKLISTS
Call or put option? In a ‘call’ option the purchaser will have control in that it may call for a transfer of the property. A ‘put’ option gives the vendor control in that it can require the purchaser to take a transfer of the property and therefore the purchaser should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Vendor’s charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the purchaser exercises the option it will acquire the property free from the charge or, if the mortgagee exercises its power of sale, it cannot sell free from the
CHECKLISTS
Call or put option? In a ‘call’ option, the purchaser will have control as it can ‘call’ for the transfer of the property. Ensure that the vendor is aware that its plans for the property may be restricted. A ‘put’ option gives the vendor control in that it can ‘put’ the property on the purchaser, requiring the purchaser to purchase the property. Option period In the case of a call option, a vendor should note that the property may be sterilised for the duration of the option period. For this reason, the vendor should ensure that the agreement includes a clear long-stop date. If the exercise of the option is conditional on the purchaser obtaining planning permission, ensure that any provisions allowing the extension of the option period to cater for the judicial review period are not open-ended. Vendor’s encumbrances If the option agreement restricts the vendor’s freedom to encumber the property, consider whether those provisions will hinder the vendor’s plans for the property. The vendor may feel that it should be entitled
PRACTICE NOTES
Introduction Fraud continues to present a significant and evolving risk to individuals, corporates and financial institutions in Ireland. Advances in technology, the growth of online and cross-border transactions, and the increasing use of complex corporate and banking structures have enhanced fraudsters' ability to misappropriate assets and obscure their trail. In many cases, by the time the fraud is discovered, assets have already been dissipated and placed beyond the immediate reach of the victim. Against that backdrop, the availability of effective court-ordered relief is of critical importance. Irish law provides victims of fraud with a suite of flexible civil remedies which can be used in tandem with criminal proceedings and are designed to preserve assets, compel disclosure, trace misappropriated property and secure recovery. These remedies are often sought at speed and on an interim basis at an early stage, when information is incomplete and the risk of further dissipation is high. This article examines the principal civil orders available to victims of fraud under Irish law, focusing on interim protective measures, disclosure tools,
PRECEDENTS
This Precedent sets out alternative forms of a resolution to be passed by the members of a company in relation to a payment to a director for loss of office. 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
PRECEDENTS
This Precedent sets out alternative forms of resolution to be passed by the members of a company in relation to a payment for a director’s loss of office in connection with a transfer of the whole or part of the undertaking or property of the company. 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 —at an annual general meeting of a private limited company, see Precedent: Ireland—Notice of an annual general meeting of a private limited company A company may not make a payment for loss of
PRECEDENTS
This Precedent is an ordinary resolution of the shareholders of a limited company having a share capital that is proposing to increase its authorised share capital. An LTD can increase the authorised share capital by ordinary resolution, unless the constitution provides otherwise. If the constitution prescribes that a special resolution is required for increase of authorised share capital, then the resolution should be passed as a special resolution. An unlimited company will always require an increase of authorised share capital to take place using a special resolution. In addition, if the constitution of a company has been amended in connection with an increase in the company’s capital, the special resolution that amends the articles should be filed at Companies Registration Office within 15 days of the resolution being passed, along with a copy
PRACTICE NOTES
Irish employment law has statutory frameworks in place to regulate part-time work and zero-hour arrangements, reflecting the need to balance employer flexibility with employee protection. Part-time workers are safeguarded by the Protection of Employees (Part-Time Work) Act 2001 (Ireland) (PE(PTW)A 2001 (IRL)) which provides for equal treatment and proportionate rights. In contrast, zero-hour contracts raised concerns due to the absence of guaranteed working hours and the insecurity this creates. Therefore, following the Employment (Miscellaneous Provisions) Act 2018 (Ireland) (E(MP)A 2018 (IRL)), such contracts are, in most cases, prohibited, with only narrow exceptions permitted. Part-time workers PE(PTW)A 2001 (IRL) regulates the rights of part-time workers. It transposed into Irish law the Council Directive 97/81/EC of 15 December 1997 concerning the Framework Agreement on part-time work concluded by UNICE, CEEP and the ETUC—Annex: Framework agreement on part-time work (the EU Part-Time Work Directive (97/81/EC)). PE(PTW)A 2001 (IRL)’s primary objectives are to prevent discrimination against part-time employees in comparison to full-time employees and to promote improved access to part-time work under fair conditions. A
PRACTICE NOTES
Scope of this Practice Note Accurately identifying all relevant parties at the outset is crucial to ensure that the claim proceeds effectively and within the applicable limitation period. This note offers guidance into determining the appropriate parties in a professional negligence claim in Ireland. It examines who is entitled to initiate such a claim, and the circumstances in which legal duties/liability can arise beyond the conventional client-professional relationship—particularly where third parties and regulators are involved. For guidance on starting a professional negligence claim, see Practice Note: Ireland—Starting a professional negligence claim—a practical guide. Client and retainer relationships Clients typically have both a contractual and tortious relationship with a professional, and the majority of professional negligence claims in Ireland are based on these dual foundations. Professionals owe a primary duty of care to their clients, which is generally defined by the terms set out in the letter of engagement or retainer. A retainer arises where a solicitor, in return for being retained by the client, expressly undertakes to perform
PRACTICE NOTES
Scope of this Practice Note This Practice Note provides an overview of the types of parties who may become involved (whether as plaintiff, defendant, third parties or notice parties) in civil litigation in Ireland, and the key procedural issues and practical considerations of which their legal advisors should be aware. It deals with the following types of party: corporations, partnerships, sole traders, minors, persons who lack capacity, the estate of a deceased party, State parties, notice parties, amicus curaie and litigants in person. This Practice Note also deals with the procedure for joining a party to proceedings, removing or substituting a party. The plaintiff or claimant The plaintiff is the party who brings an action or claim against another party. The plaintiff can be an individual or a corporate entity. For further details on corporate entities as parties to proceedings, see below. In the District Court, a person seeking a remedy in civil proceedings is referred to as the claimant. The
NEWS
MLex: Outbound EU investments made in the past five years in advanced semiconductors, artificial intelligence, quantum and biotechnologies will face a review, as part of the bloc's effort to tighten its security vis-á-vis China and other economic rivals, says a draft white paper obtained by MLex.
CHECKLISTS
This Checklist assists practitioners with navigating the Judicial Council Personal Injuries Guidelines (Personal Injuries Guidelines), which both the courts and the Injuries Resolution Board (IRB) are statutorily obligated to ‘have regard to’ when making an award. Although departures from the Personal Injuries Guidelines are permitted, the Irish Supreme Court confirmed that this would be rare in practice. Using this Checklist to assist with reviewing the Personal Injuries Guidelines therefore allows practitioners to predict with some certainty the level of awards that might be granted to claimants. On 4 February 2025, the Judicial Council submitted draft amendments to the Personal Injuries Guidelines to the Minister for Justice under the Judicial Council Act 2019 (Ireland), s 7(2B). The proposed amendments were laid before the Houses of the Oireachtas in