This Practice Note explains the obligations and procedures regarding information and consultation arising under relevant legislation in Ireland governing the transfer of undertakings. Transfer of undertakings can occur in a number of ways, including the merger of companies, or where a business, or part of a business, is legally bought by another company. The applicable legislation is SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (TUPE Regulations 2003 (IRL)). The Regulations came into effect on 11 April 2003 as amended by the Workplace Relations Commission Act 2015 (Ireland). These Regulations give effect to Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the EU member states (Member States) relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses. The TUPE Regulations 2003 (IRL) are applicable to all undertakings or businesses, including those with less than 50 employees, as well as larger organisations. The legislation is designed to safeguard the legal rights and entitlements

This Checklist contains an overview of the key legal and practical matters that may require attention during a transfer of undertakings in accordance with SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (SI 131/2003 (IRL) (TUPE Regulations 2003 (IRL)), as amended by the Workplace Relations Act 2015 (Ireland) (WRA 2015 (IRL)). Information and consultation Both the transferor and transferee have statutory obligations in respect of information and consultation before, during and after the transfer process. The scope of statutory responsibility is determined by the date of transfer. The transferor is liable up to the date of transfer for any statutory obligations arising in respect of information and consultation regarding the transfer process and the potential impact that this may have on employees’ rights relating to their contract of employment. See further Practice Note: Ireland—TUPE—Information and consultation. The transferee will be liable from the date of transfer onwards regarding any statutory obligations relating to information and consultation. In advance of the date of transfer, the transferor is responsible for providing

This Practice Note examines the transfer of employees under SI No 131/2003 European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (Ireland) (SI No 131/2003 (IRL)) (TUPE Regulations 2003 (IRL)), as amended by the Workplace Relations Act 2015 (Ireland). The TUPE Regulations 2003 (IRL) give effect to Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the European Union (Member States) relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (Council Directive 2001/23/EC). Definition of employees To qualify for legislative protection in respect of a transfer of undertakings, individuals must be classified as an employee. Council Directive 2001/23/EC does not contain a definition of who is an employee. Instead, it stipulates that ‘(d) “employee” shall mean any person who, in the Member State concerned, is protected as an employee under national employment law’. SI No 131/2003 (IRL), reg 2(1) defines an ‘employee’ as: ‘… a person of any age, who has entered into or works under

MLex: Atlantic Technological University (ATU) campuses, including ATU Donegal, voluntarily agreed to reduce the length of supply contracts for on-campus supply and fitting of graduation gowns, the Competition and Consumer Protection Commission (CCPC) said on 2 February 2024. The university will also clearly state on its website that students may source gowns from other suppliers. The changes to its procurement practices come despite the regulator’s finding that ATU and other universities in its probe didn’t breach competition rules. Already in 2017, several other universities, including the National University of Ireland, the Dublin City University and the University of Limerick, agreed to ensure that suppliers of graduation gowns and graduation photography services compete effectively in the market.

Term sheet for a bilateral facility for a borrower incorporated as a limited liability company in Ireland with or without security/a guarantee In relation to a proposed €[•] term loan facility to be provided to [insert name of borrower] by [insert name of lender] (the Parties). Date [•] 20[•] This term sheet is indicative only and is intended as a guide to what will be included in final documentation. It is not an offer to provide the facility. Provision of the facility is subject to satisfactory due diligence, credit committee approval and satisfactory final documentation. The terms in this letter are not exhaustive and [with the exception of []] are subject to contract and not intended to be legally binding on the Parties. Non-binding nature and confidentiality Term sheets will typically only include the main terms of the facility and not deal with every eventuality. They will often be drafted before due diligence has been carried out and credit approval received. Therefore, they will typically be merely indicative

This Practice Note provides introductory information on term sheets in lending transactions. It discusses: • the circumstances in which term sheets are used in lending transactions • when term sheets will be legally binding • key issues in negotiating term sheets for both borrowers and lenders, and key provisions of term sheets, including those in the Loan Market Association (LMA) recommended form of term sheet For a more detailed commentary on the LMA investment grade term sheet, see Practice Note: Loan Market Association investment grade term sheet—commentary. For practical guidance on negotiation points in terms sheets, see Practice Note: How to draft and negotiate a LMA investment grade term sheet. For a precedent term sheet for a bilateral lending transactions, see Precedent: Term sheet (for a term loan facility): single company borrower – bilateral – with or without security or a guarantee. In this Practice Note, where the term ‘lender’ is used, it refers to all the lenders in a syndicated transaction. There may also be multiple borrowers

For guidance on contract law generally, see Practice Note: Ireland—Contract law essentials. This Practice Note is primarily focused on terminating business-to-business commercial contracts. Focus on identifying the termination rights available under the contract and what rights, if any, there may be to terminate the contract at common law. If considering termination, thoroughly review the whole of the contract, ensuring the final signed version, with any amendments and any contractual notices is checked. Engage with the relevant stakeholders (for example, the contract manager or business owner) to understand the status of the relationship with the other party and any recent communications. Note: a breach of contract may (but will not always) result in the agreement being brought to an end. However, there are many more ways that a contract can be terminated other than by breach and there are other instances where a contract may be treated as void or rescinded. What is a breach of contract? A breach of contract may occur in circumstances where a party fails to perform

Ireland—Dispute Resolution analysis: The Central Bank of Ireland (CBI) has implemented changes to its Administrative Sanctions Procedure (ASP) in response to the Central Bank (Individual Accountability Framework) Act 2023 (Ireland) (IAF Act 2023 (IRL)). While the fundamental ASP structure remains, the IAF Act 2023 (IRL) allows the CBI to take direct enforcement action against individuals. The Guidelines, effective from 13 December 2023, introduce amendments such as the role of the Responsible Authorised Officer, handling confidential information, timeframe considerations, and clarification on legal professional privilege. The settlement process, monetary penalties, conditions and sanctions, and appeal mechanisms have also been outlined. The ASP now aligns with the Individual Accountability Framework, reinforcing Senior Executive Accountability Regime and conduct standards.

This Practice Note tracks the enforcement actions taken by the Data Protection Commission (DPC) in Ireland under the EU’s General Data Protection Regulation (EU) 2016/679 (EU GDPR) and the Data Protection Act 2018 (Ireland) (DPA 2018 (IRL)). The DPC is the statutory regulator tasked with enforcing compliance with data protection and privacy law in Ireland under DPA 2018 (IRL) and is the Irish designated supervisory authority under the EU GDPR. For a more in-depth discussion of the operation of data protection law in Ireland, see Practice Note: Ireland—Data protection basics. The DPC may conduct two different types of statutory inquiry under DPA 2018 (IRL), s 110, in order to establish whether an infringement of the EU GDPR or DPA 2018 (IRL) has occurred: • a complaint-based inquiry • an inquiry of the DPC’s own volition Large-scale inquiries 2026 Entity under investigation, industry and date of final decision Provision(s) infringed Summary of contravention Enforcement action taken Health Service Executive (HSE) IrelandHealth/Public Service11 June 2026 EU GDPR, Article 5(1)(f) (Integrity and confidentiality principle)EU GDPR,

This Practice Note contains Q&As on the key features, including the implementation, scope and obligations imposed by the EU AI Act. For a more detailed analysis, see Practice Notes: The EU AI Act and The EU AI Act—snapshot. What is the EU AI Act? The EU AI Act (Regulation (EU) 2024/1689) establishes a cross-sectoral framework regulating the use of artificial intelligence (AI) systems in the EU. What is the background to and origin of the EU AI Act? The EU AI Act aims to harmonise rules on AI to ensure consistent obligations and protections throughout the EU. The Commission’s proposals for harmonised rules on AI (the EU AI Act) were published on 21 April 2021. The EU AI Act was formally approved by the Council of the EU on 21 May 2024 and entered into force on a phased basis on 1 August 2024. It applies in phases: • Chapter I (General Provisions, including AI literacy rules) and Chapter II (Prohibited AI practices) have applied from 2 February 2025 • Chapter III (High-Risk AI

This Practice Note contains Q&As on the key features, including the implementation, scope and obligations imposed by the EU Data Act (DA). For a more detailed analysis, see Practice Note: The EU Data Governance Act and EU Data Act and The EU Data Act—checklist. What is the DA? The DA (Regulation (EU) 2023/2854) aims to encourage business-to-business (B2B) and business-to-consumer (B2C) sharing of data generated by Internet of Things (IoT) devices to facilitate a fair use of data and realise the full potential of the EU’s data economy. The DA leaves intact the separate rights and obligations under the EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (the EU GDPR) that apply to personal data. Building on the EU GDPR, it provides wider rules that apply to all ‘data’, which covers ‘any digital representation of acts, facts, or information and any compilation of such acts, facts or information, including in the form of sound, visual or audio-visual recording’. For further information on the interaction between the DA and the EU GDPR, see the Commission’s

This Practice Note provides an overview of Regulation (EU) 2022/1925 (EU Digital Markets Act (DMA)) from an Irish perspective. It includes information on the impact of the DMA on the Irish market, a summary of the rules introduced by the DMA, the designation of gatekeepers and the European Commission’s enforcement powers under the DMA. It looks at global compliance requirements, the next steps for implementation of the DMA and the deadlines for compliance with its obligations. The Digital Markets Act On 15 December 2020, the European Commission (the Commission) published proposals for two regulations to regulate digital services across the EU—the Digital Services Act and the Digital Markets Act (DMA). On 27 October 2022, the Commission took the final step in enacting the DMA, by publishing its text in the EU Official Journal and thereby starting a six-month transition period before the DMA became enforceable on 2 May 2023. The DMA seeks to regulate the approach to online platforms across the EU by providing a uniform standard