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PRECEDENTS
This Precedent is an agency agreement for use where the principal supplies services and authorises an agent to market and procure orders on behalf of the principal (subject to the principal’s acceptance), also referred to as a sales agency agreement or a sales and marketing agency agreement. An option is also provided where the agent will enter into sales and supply contracts on the principal’s behalf (where authorised). This is primarily a pro-principal Precedent, but drafting options for agents are also provided. In this Precedent, the principal appoints the agent as its exclusive agent, which means that the principal gives the agent exclusive rights over the sale of the services in a particular geographic territory, market sector or group of customers. An exclusive agency appointment means that the principal is restricted from appointing another agent to sell the services in the territory and the principal cannot sell services directly in the agreed territory, subject to applicable competition laws. The agreement is prepared on the basis that the Commercial Agents Regulations
PRECEDENTS
Data mapping (finding out what personal data your organisation processes) is often cited as one of the first tasks to tackle in a data protection compliance plan. Data controllers are required to have a written Record of Processing Activities (RoPA) which must be made available to the supervisory authority on request, although exemptions apply.. According to Data Protection Commission guidance: It is advised that a data mapping exercise should be done by organisations to clarify what data organisations hold and where. Relevant units across the organisation should be involved in this process to again ensure that nothing is omitted. If you do not know what personal data your organisation holds you cannot assess or monitor your compliance with the data protection regime. The output of the data mapping exercise can
PRACTICE NOTES
The Screening of Third Country Transactions Act 2023 (Ireland) (STCTA 2023 (IRL)) introduces Ireland’s first foreign direct investment screening regime and gives effect to Regulation (EU) 2019/452, more commonly known as the EU Foreign Direct Investment Regulation. Certain transactions involving third countries (including third country nationals and/or third country undertakings) must be notified to the Minister for Enterprise, Trade and Employment in Ireland (the Minister), who has the power to block, or impose conditions on, such transactions. This Practice Note summarises some of the key aspects of STCTA 2023 (IRL), together with the notification requirements under STCTA 2023 (IRL). Key dates STCTA 2023 (IRL) commenced on 6 January 2025 (the Commencement Date), and so notifiable transactions must be notified to the Minister from the Commencement Date. STCTA 2023 (IRL), however, also includes ‘look back’ provisions and allows the Minister to review transactions that completed in the 15 months prior to 6 January 2025 and, therefore, transactions that completed from 6 October 2023 (ie 15 months before the Commencement
PRACTICE NOTES
This Practice Note considers the legal and practical aspects in Ireland of setting up, managing and terminating a secondment, and identifies key issues to be dealt with when it comes to drafting or reviewing a secondment agreement. An employee is typically placed on secondment if they are temporarily assigned to work for: • a different part of their employer’s organisation • a different employer in the group, or • a client or customer of their employer It follows, therefore, that there are potentially three parties involved in a secondment arrangement: • the individual employee placed on secondment, referred to in this Practice Note as ‘the employee’ or ‘the secondee’ • the secondee’s original employer, referred to as ‘the employer’ or ‘the original employer’, and • the organisation to which the secondee is seconded, referred to as ‘the host’ In an internal secondment, where there is no external host, the parties will be the secondee and the employer. A secondment arrangement can involve more than one employee (and sometimes a large number of employees) being
PRECEDENTS
This precedent certificate is a standard completion document where your client is contracting with a body corporate and searches are to be made in the Companies Registration Office on completion. As the Companies Registration Office register may not be fully up to date at the time of completion, a certificate will be required from the secretary or other officer of the Company. The certificate should confirm that the registers are up to date, there are no pending insolvency
PRACTICE NOTES
Ireland’s Section 110 Regime Ireland has established itself as one of the most attractive jurisdictions for structured finance transactions due, in large part, to the framework established by s 110 (Section 110) of the Taxes Consolidation Act 1997 (Ireland) (TCA 1997 (IRL)). The Section 110 regime facilitates a broad range of financing transactions in which qualifying Irish-incorporated special purpose vehicles (Section 110 SPVs) can participate in the securitisation of assets such as loans, mortgages, and other financial assets in a tax neutral manner. The Irish Section 110 framework is compatible with EU legislation applying to structured finance transactions such as the Regulation (EU) 2017/2402 (Securitisation Regulation) and Regulation (EU) 2017/1129 (Prospectus Regulation), and is the bedrock of Ireland's regulatory landscape for securitisation. Using Ireland as a jurisdiction for structured finance transactions Ireland’s stable political and economic environment, as well as its membership of the EU and the Organisation for Economic Cooperation and Development (OECD), make it an attractive jurisdiction for structured finance transactions. It also has a sophisticated legal system aligned
PRACTICE NOTES
This Practice Note considers security for costs under the SI 15/1986 (IRL), Rules of the Superior Courts and the Companies Act 2014 (Ireland) (CA 2014 (IRL)). It explains what an order for security for costs is, the court’s jurisdiction for making an order for security for costs and who an application for security for costs may be brought against. There is also guidance on security for costs in appeals, the practice and procedure in bringing an application for security for costs and the sufficiency and form of security. For an outline of the law in relation to legal costs in civil proceedings in Ireland more generally, see Practice Note: Ireland—Legal costs in civil proceedings. What are security for costs? An order for security for costs compels a plaintiff to provide security for the defendant’s costs before it can continue prosecuting the litigation in question. The order seeks to prevent potential injustice to a defendant who is sued by an impecunious plaintiff pursuing a frivolous or vexatious claim. In litigation, the usual position in relation to costs is that the losing
PRACTICE NOTES
1 Scope of this Practice Note: This Practice Note provides a high level overview of taking security over land in Ireland and includes: • the types of security over land • the difference between fixtures and fittings • the due diligence of the land being secured • perfection of the security over land • prioritisation of security over land • enforcement of security over land, and • the release of security over land 2 Overview of security ‘Security’ refers to an arrangement whereby a lender has a legal right to a secured asset, thereby ensuring the performance of a loan. Security is often integral to any financing transaction. The following forms of security can be taken over land in Ireland: • a legal mortgage • an equitable mortgage • a fixed charge, and • a floating charge 2.1 Legal mortgage 2.1.1 A mortgage over Irish land can be either legal or equitable.
PRECEDENTS
This security review report is based on there being a single corporate borrower registered in Ireland. This report can be amended where there are multiple borrowers within a group. You may find it preferable to change the page layout to landscape rather than portrait. Ireland—Security review report Prepared in relation to [name of borrower] (a limited company registered in Ireland with company registration number [company registration number]) Prepared for [name of lender] By [name of law firm] Date: [date] 1 Scope We have prepared this report on the validity and enforceability of the security held by [name of lender] (the Lender) in respect of the obligations of [name of Borrower] (the Borrower). We have considered the enforcement options available to you should you wish to take enforcement action. This report is based on the documentation provided by you and the searches set out at Appendix 3. Section 4.1 This section of the security review report should be deleted if you are not carrying out a review of the loan facilities. [We have not undertaken a detailed review of the terms of any relevant
PRACTICE NOTES
A structure chart showing the corporate structure of a borrower together with the security granted in favour of the lender (or other entity) is a helpful way to visually demonstrate
PRACTICE NOTES
This Practice Note sets out the factors that an in-house lawyer should consider when selecting an external law firm to advise in relation to a banking and finance transaction. It is written for in-house banking and finance lawyers working in banks or other financial institutions. It covers the selection of law firms from an existing legal panel, the circumstances where it might be appropriate to select an off-panel law firm and what to do where the bank or other financial institution in question does not have a legal panel. This Practice Note also sets out some general considerations that will apply to any proposed law firm selection, regardless of whether a legal panel is in place or not. Selection of external lawyers where a legal panel is in place Using the legal panel Most large banks and other financial institutions have established panels of legal advisers. These panels are reviewed periodically (often bi-annually) and provide in-house lawyers with a group of pre-approved external law firms
NEWS
The Seanad Éireann has begun consideration of the Public Health (Restriction on Sale of Stimulant Drinks to Children) Bill 2025, introduced as a Private Member's Bill on 8 May 2025. The legislation aims to prohibit the sale of stimulant drinks to persons under 18 years of age, mandate health warnings on product labels regarding excessive consumption, and regulate the advertisement and promotion of these products to children. The bill has completed First Stage and is currently at Second Stage in the Seanad, where its general principles are being debated.