Scope of this ‘how to’ guide This ‘how to’ guide on understanding the civil litigation risk of ESG (environmental, social, and governance) considers and summarises from an Irish perspective the following: • what is ESG? • what is ESG civil litigation risk? • mitigating ESG civil litigation risk • potential parties to an ESG civil litigation claim • scope of claims • future considerations This guide covers ESG civil litigation risk in Ireland as a Member of the EU. It is not concerned with the impact of any failure to comply with any non-EU ESG obligations. Businesses in Ireland that either have operations outside of the EU and/or transact business outside of the EU (including via international supply chains) will need to consider the extent to which their operations are impacted by any such international obligations in addition to the domestic and EU regimes to which they are subject. Note: this ‘how to’ guide covers civil litigation issues

The right of employees not to be unfairly dismissed is a purely statutory right arising under s 6 of the Unfair Dismissals Act 1977 (Ireland) (UDA 1977 (IRL)). Where an employee is covered by the provisions of UDA 1977 (IRL), the burden is on the employer who dismissed them (pursuant to UDA 1977 (IRL), s 6(6) to establish that the dismissal was in compliance with UDA 1977 (IRL)). Where there is a dispute as to whether the employee is covered by UDA 1977 (IRL), the burden is on the employee to establish that they are. UDA 1977 (IRL) has been updated a number of times, including in respect of whistleblower protections. There is a large body of case law related to disputes under UDA 1977 (IRL), much of it issued by the now defunct Right Commissioners Service and its appellate body, the Employment Appeals Tribunal. The Circuit Court also had jurisdiction under the previous system of determining complaints heard under UDA 1977 (IRL). Since 2015, complaints under UDA 1977 (IRL) must be referred to the Workplace

Where the Workplace Relations Commission (WRC) has found that an employee has been unfairly dismissed in contravention of the Unfair Dismissals Act 1977 (Ireland) (UDA 1977 (IRL)), the following remedies are possible: • an order for reinstatement—ordering the employer to give the employee their old job back with effect from the date of dismissal so that the employer must make good any loss of earnings from date of dismissal to date the decision issues • an order for re-engagement—ordering the employer to give the employee either their old job back or in a different position which would be reasonably suitable on such terms and conditions as are reasonable having regard to all the circumstances • an order for compensation Reinstatement and re-engagement It is widely understood that by the time a WRC adjudication officer has issued a decision under UDA 1977 (IRL), there will usually have been irreversible damage done to the employment relationship. In most cases, the employee will have moved on and secured alternative employment. In a minority of cases, they will seek

This Practice Note considers unfair terms which may arise in consumer contracts and refers to several key provisions in the Consumer Rights Act 2022 (Ireland) (CRA 2022 (IRL) which relate to unfair terms. These provisions aim to protect and reinforce the rights of consumers who engage in agreements with businesses and traders. This Practice Note examines what an unfair term is, which terms are presumed to be unfair and which terms are always considered to be unfair terms under CRA 2022 (IRL). It looks at how to determine whether a consumer contract term is transparent and how to interpret the fairness of terms in consumer contracts. It also examines the role of the court under the CRA 2022 (IRL). Unfair terms and the Consumer Rights Act (2022) CRA 2022 (IRL) has transposed several European Consumer Rights Directives into Irish law, including Directive (EU) 2019/2161, the EU Omnibus Directive which itself amends Directives such as Council Directive 93/13/EEC also known as the EU Unfair Terms in Consumer Contracts Directive, Directive

What is an unlimited company? Unlimited companies operate under Part 19 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)). The general provisions of CA 2014 (IRL) apply to the unlimited company, except to the extent that they are varied by CA 2014 (IRL), Pt 19. CA 2014 (IRL) provides for three types of unlimited company: • a private unlimited company (ULC) • a public unlimited company with a share capital (PUC), and • a public unlimited company without a share capital (PULC) The defining characteristic of an unlimited company is the absence of limited liability protection for its members as set out in CA 2014 (IRL), 1278(1). As outlined above, an unlimited company may or may not have a share capital. If the company does have a share capital, the shares will be used to provide working capital and to measure each members’ rights in the company, but it will not act as a limitation on the liability of the members. Key features of an unlimited company include: • it has unlimited liability • it

This Practice Note provides guidance on standstill agreements used for either suspending the running of limitation or extending the period of limitation. A standstill agreement is a contractual mechanism by which parties agree to suspend, extend, or otherwise regulate the running of time for specified claims while they explore settlement, exchange information, mediate, or avoid protective proceedings. In Irish practice, standstills most often arise where limitation periods, contractual time bars, procedural deadlines, threatened injunctive relief, insolvency pressures, or impending strike-out risks make it unsafe for one party or the other to simply ‘keep talking’ or taking adjacent action elsewhere with a view to potentially returning to the case at issue. They are not a substitute for proceedings in every case. Their utility depends on the factual matrix presenting, precise drafting, careful identification of claims and parties, and an appreciation that delay itself can have procedural consequences even where a limitation issue is managed. The Irish law on limitation periods is principally statutory. The Statute of Limitations 1957 (Ireland) (SL 1957 (IRL)) governs

This Precedent is a variation agreement between two parties, used to document changes to an existing contract between the same parties. Consideration is given in connection with the variation and therefore this agreement is executed as a simple contract rather than a deed. Optional drafting is provided for confirmation and consent to the variation, which may be required from a third-party guarantor. This Precedent is intended to be used in situations where: • there is an existing contract between two or more parties • the parties, by consent, wish to change certain provisions of the contract (whether to delete, amend or add further provisions) • there are no provisions within the existing contract which permit the change of some or all of its provisions without entering into a written form of variation, and • the parties are satisfied that there is consideration for the variation and so do not need it to be effected by way of deed See Precedents: Ireland—Deed of variation, where the parties wish to vary the contract by way of deed and Ireland—Letter of variation for a short form letter of variation. If the variation of

This Practice Note provides practical guidance on how to exchange executed documents properly when one or more parties to a contract are not physically present. This is sometimes known as virtual signing or virtual closing. It details the guidance provided by the Law Society of Ireland on the virtual execution of documents. Virtual closings This Practice Note provides practical guidance on how to exchange executed documents properly when one or more parties to a contract are not physically present. This is sometimes known as virtual signing or virtual closing. The Law Society of Ireland has issued Guidance on the ‘virtual’ execution of documents. While this guidance remains valid, it should be noted that it was last updated in 2014 prior to the coronavirus (COVID-19) pandemic which led to a move away from the approach in R (Mercury Tax Group and Another) v HMR (Mercury) (where scanned, wet-ink signatures are circulated by pdf with originals to follow), towards e-signature. The Law Society of Ireland has since published an Updated Guidance Note Regarding E-Signatures, Electronic Contracts

The Workplace Relations Commission (WRC) has published a ten-year anniversary case report summarising 50 key legal issues from adjudication decisions issued in 2024. The report provides an overview of employment law developments considered by adjudication officers and reflects the expansion of rights and remedies since the WRC's establishment in 2015. The digest represents a snapshot of the thousands of decisions published annually, with over 20,000 decisions issued since 2015.

[ To be printed on the headed paper of the lender ] [insert date] To: [insert name and address of borrower] [and] [insert name and address of guarantor, if applicable] Dear [insert full name of borrower and, if applicable, full name of guarantor] Paragraph 1—description of facility agreement The details of the relevant facility agreement should be inserted in this paragraph. • include the guarantor as a party to the facility agreement in this paragraph, and • delete paragraph 2 of the waiver letter (paragraph 2 is only required if the guarantee is not contained within the facility agreement but is in a separate document) 1 We refer to the facility agreement dated [insert date of facility agreement] between [insert name of borrower] (the Borrower) and [insert name of lender] (the Lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facility Agreement). Paragraph 2—description of guarantee This paragraph is only relevant if: • the Borrower’s obligations under the facility agreement are guaranteed, and • the guarantee is included in a separate document (ie it is not

This Precedent website acceptable use policy (also known as an AUP) governs how a user may gain access to and use a website. It is part of a suite of precedent terms which govern the use of a website, the supply of goods and services, privacy and the use of cookies. It should not be used for businesses in regulated industries (eg those regulated by the Central Bank of Ireland (CBI)). Nor is it suitable for entities included on the register of designated relevant online services pursuant to Broadcasting Act 2009 (Ireland), s 139J (BA 2009 (IRL)). This Precedent is drafted on the basis that the acceptable use policy will be supplemental to the website terms and conditions of use. Links to this policy should be included in the website terms and conditions of use and also wherever there is functionality on the website that allows the user to contribute material, such as comment threads, reviews or chatrooms. Online Safety Regime Ireland’s system of online safety regulation is primarily governed by the Online Safety and Media Regulation Act 2022

This Precedent provides a general framework for a website privacy policy that provides data subjects with information about how the operator of a website collects personal data, their lawful basis for processing that personal data, what they do with it and with whom it may be shared. This website privacy policy has been drafted for compliance with the information and transparency requirements in the EU GDPR and relevant guidance issued by the European Data Protection Board (EDPB). This website privacy policy forms part of a suite of material governing website terms of use, e-commerce, privacy and cookies. Note that a separate cookie policy is also required where cookies or similar technologies are used. See Precedent: Ireland—Cookie policy. EU GDPR and UK GDPR This Precedent is intended for commercial organisations based in Ireland and reflects requirements in the EU GDPR. It also contains optional wording for Irish organisations that have an establishment in the UK, and/or offer goods or services or monitor the behaviour of individuals in the UK and are also subject to equivalent laws under the UK’s data