This Practice Note provides a high level summary of the issues which consideration should be given to at the early stages of a dispute, including: Is there a dispute resolution procedure or clause? Consider the extent to which a particular dispute resolution procedure or clause might apply to the dispute in question. If so, issues to consider include: • the requirements of such clause • what the governing law of the clause will be, and • whose courts (if indeed it is a court) will have jurisdiction over the dispute Note that if court proceedings are brought in breach of an arbitration clause, the court is required to stay the litigation. Mediation clauses must also be complied with, providing they are sufficiently certain. A failure to do so may result in an adverse costs order. If there is a mediation or other dispute resolution clause and the parties have not adhered to it, the court is likely to stay any proceedings so that the parties can comply with their contractual obligations. Mediation

The Companies Act 2014 (Ireland) (CA 2014 (IRL)) contains a general prohibition on companies entering into certain types of transactions with its directors or persons connected with its directors including, a loan or a quasi-loan, a credit transaction, the provision of a guarantee or security by the company. A company may not: • grant a loan or quasi-loan to a director of the company or its holding company or a connected person • enter into a credit transaction for the benefit of a director or a person connected with a director • give a guarantee or provide any security in connection with any (i) or (ii) • indirectly take part in any the above arrangements by way of an assignment or assumption of any rights, obligations, or liability which, if entered into by the company would have been in breach of (i)–(iii) above unless the transaction is either exempt under the criteria set out in more detail in CA 2014 (IRL), ss

Initial steps Whether you are acting for the debtor, creditor, potential purchaser or shareholder and regardless of which jurisdiction the restructuring takes place in (see Practice Note: Benefits of various jurisdictions), the first step is to obtain all relevant security documentation and conduct due diligence on the company or group of companies. On larger restructurings where there are multiple parties and advisers, it is common for one party to take responsibility for the deal contact list (often the senior lenders) and you should add your team’s contact details (phone, email etc) promptly so that early communications can take place. You will also see which firms are acting for each party, which can be useful, eg if bondholders have formed a committee and instructed lawyers, negotiations may be protracted. Given the aim is to restructure the company, it is important to understand the live-side business when assembling your internal team. For example, when dealing with a telecoms company, it is useful to have telecoms specialists on hand (especially when ascertaining whether existing key supplier contracts have onerous pricing

This Checklist is to be used when reviewing a confidentiality agreement (also known as a non-disclosure agreement or NDA) where you are the party receiving confidential information under that agreement. Consider the following questions before reviewing the agreement: • what information does the business need to receive and why? • will the business also be disclosing information to the other party? • what information is the party receiving and who needs to be able to access and use that information? For further information on confidentiality agreements, see Precedent: Ireland—Confidentiality agreement—mutual. Checklist The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties □ Confirm the parties to the agreement. Consider which people and/or entities will be party to the agreement. What information does the business need to receive? □ Confirm how confidential information will be defined. Consider:—is a general definition or list form appropriate?—will any confidential information be disclosed to group companies?—will authorised representatives of the

Who was the report commissioned for? Your client may not be entitled to rely on the report if it was not commissioned for them. Where the report was prepared for another person, check the terms and conditions of the report or the consultant's appointment to see whether there is an express term: • allowing third parties to rely on the report, or • requiring a collateral warranty or reliance letter to be issued in a pre-agreed form Where there is no express term or pre-agreed collateral warranty, consider seeking: • a bespoke collateral warranty to extend reliance to your client • an assignment of the report to your client • a reliance letter for your client, or • to have the report addressed to your client, subject to clear terms and conditions It is also important to establish who the report was commissioned for as this may determine the level of detail contained in the report. For example, if the report was commissioned for a seller, this may have

This Practice Note considers the steps which a business can take to review its commercial contracts with a view to extracting maximum value and minimising costs. This Practice Note explains the circumstances which might prompt a legal contract review, what should be reviewed and who should be involved in the review process. It also explains the key elements of the contracts reviewed from both a customer’s and a supplier’s perspective. Purpose of review A contract review is intended to be a periodical review carried out by a lawyer in conjunction with key business stakeholders, over and above the contract management carried out by the business operationally day to day. Although a contract review may be prompted by issues arising as and when they occur from time to time, it is also beneficial to schedule a periodical review at a given point in the contract lifecycle or financial year to offer the opportunity for the business to keep on top of its options available to extract value, minimise unnecessary costs, and avoid exposure

Local counsel are frequently instructed to draft local law security documents on acquisition finance transactions. This can occur where a group company in another jurisdiction grants security over its assets or where an Irish company owns assets located in another jurisdiction, see Practice Note: Ireland—How to instruct and manage local counsel in a finance transaction. Security documents (other than those governed by Irish law), will normally be drafted by local counsel for the lenders and checked by the lenders' main counsel before being reviewed by local and main counsel acting for the borrower/group. Guarantors (including guarantors in other jurisdictions) will normally sign up to the facilities agreement as a guarantor and the guarantee itself will be contained in the facilities agreement. This Practice Note discusses: • reviewing local law security documents as main lawyers for the borrower/group • reviewing local law security documents as main lawyers for the lenders, and • signing and perfection issues Acting for the borrower Agreed security principles On most cross-border transactions, the parties will agree a

This Practice Note provides an overview of the rights of audience before the Irish courts and clarifies who may be heard on behalf of parties to proceedings at the various court levels. It examines who enjoys the right of audience before Irish courts pursuant to the court rules and Legal Services Regulation Act 2015 (Ireland) (LSRA 2015 (IRL)). It also considers the rights of McKenzie friends and EU qualified lawyers to an audience before Irish courts. Since the classes of party who might be heard are limited and since the rights of audience for those classes are essentially the same at each court level, to avoid duplication, the analysis below is set out by reference to the rights of audience pertaining to each class, rather than those which pertain to each level of court. For an overview of the civil courts in Ireland and the principal features of each level of civil court, see Practice Note: Ireland—Civil courts structure. Who enjoys a right of audience before Irish courts? In

What is an IP dispute? An IP dispute is one in which a rightsholder has made an allegation of infringement of their intellectual property (IP) right(s). IP disputes typically concern claims of patent, trade mark, or copyright infringement. However, IP disputes can also extend beyond the scope of these three classes of IP and can include claims for passing off, database right infringement, design right infringement, breach of confidence and breach of trade secrets. For more general information about protecting IP rights, see Practice Note: Ireland—Protecting and enforcing intellectual property rights. Planning a dispute There are several elements a prudent litigator should consider before deciding to initiate proceedings, and when determining what form of proceedings to issue. 1. Identify the relevant IP right(s) at issue Often, IP disputes will concern breaches of more than one type of IP right. For example, it is common for an action for trade mark infringement to also include a claim for passing off and a

Law360: Ryanair Holdings plc said on 21 May 2024 that it is rewarding investors with a share buyback programme worth up to €700m as it reported a massive rise in profits.

This Practice Note considers a typical transaction involving the sale and purchase of a second-hand commercial ship in Ireland and in particular covers: • the main standard forms used in the market • the delivery process • transfer of title and risk • delivery free from encumbrances • the identity of the parties • the key considerations for financiers, and • sale and purchase specifically of fishing vessels Memorandum of agreement As in the UK, many second-hand ship sales are negotiated through sale and purchase brokers (widely known as 'S&P' brokers) on behalf of their principals. The majority of shipping sales in Ireland are in respect of vessels for private use or commercial fishing boats. For larger vessels the sales are generally negotiated through a series of written exchanges with terms then formally recorded in a contract between the owner of the ship (as seller) and the buyer, generally referred to as a memorandum of agreement (or MoA). Standard forms Internationally used standard form of contracts for sale

This Practice Note provides an overview of the law and practice relating to contracts for the sale and supply of goods in business to business (B2B) and business to consumer (B2C) contracts. It reviews the key legislative provisions of the Sale of Goods Act 1893 (Ireland) (SGA 1893 (IRL)), Sale of Goods and Supply of Services Acts 1980 (Ireland) (SGSSA 1980 (IRL)) and the Consumer Rights Act 2022 (Ireland) (CRA 2022 (IRL)) and their application to the sale and/or supply of goods in business to business (B2B) and business to consumer (B2C) contracts. Domestic legislation applicable to the sale of goods Key provisions to consider when drafting, negotiating or litigating a B2B or B2C contract for the supply of goods include but are not limited to: • SGA 1893 (IRL) • SGSSA 1980 (IRL) • Data Protection Act 2018 (Ireland) • Electronic Commerce Act 2000 (Ireland) • SI No 639/2002 European Communities (Requirements to Indicate Product Prices) Regulation 2002 (Ireland) • SI No 597/2022 European Union (Requirements to Indicate Product Prices) (Amendment) Regulations