This Practice Note provides an overview of the key Irish legal and regulatory requirements that a website operator should take into account when operating a website, including: • The type and functionality of the website • Information disclosure requirements • Consumer protection • Privacy and data protection • Cookies • Accessibility • Cybersecurity • Platform-to-business • Online payments • Advertising, promotions and direct marketing • Competition law • Taxation • Liability for third party content • Intellectual property and respecting copyright • Geographic and territorial considerations Consideration of electronic data interchange (EDI) arrangements, blockchain, smart contracts or sector-specific laws or regulations, including those applicable to financial services, intermediation services or online auctions, is beyond the scope of this Practice Note. The type and functionality of the website The compliance requirements and applicable rules and regulations for a website will depend on its nature, functionality or purpose. Identifying these factors will be the key first step for the operator to determine its legal and compliance obligations in Ireland. For example, will the website be an ‘information

This Practice Note outlines the activities which trigger a requirement for authorisation by the Central Bank of Ireland (CBI) of a firm acting as a credit servicing firm under the domestic regime set out in Central Bank Act 1997 (Ireland), Part V (CBA 1997 (IRL)). This Practice Note describes ‘credit’ within the scope of the credit servicing regime and considers the consequences of carrying out regulated credit servicing activities without authorisation. This Practice Note deals specifically with: • credit servicing activity triggering authorisation by the CBI • the meaning of ‘credit’ within the scope of the credit servicing regime, including its expansion beyond cash loans • the meaning of ‘borrowers’/‘hirers’ within the scope of the credit servicing regime, including its application to SME borrowers • primary exclusions from the credit servicing regime • impact of Brexit on UK-based firms availing of credit servicing statutory exemptions • consequences of undertaking regulated credit servicing activities without authorisation • possible structural measures to bring credit/hire ownership outside

This Practice Note considers the remedies that are available for whistleblowing claims under the Protected Disclosures Act 2014 (Ireland) (PDA 2014 (IRL)) and the Unfair Dismissals Act 1977 (Ireland) (UDA 1977 (IRL)). For the purposes of this note, a person raising a protected disclosure is referred to as a ‘reporting person’ or ‘reporter’, rather than a ‘whistleblower’. Whistleblowing interim relief claims A reporter can apply to the Circuit Court for interim relief (a form of injunction). Any such application must be on notice to the reporter’s employer. The remedy is available to reporters who claim to have been dismissed or otherwise penalised for making a protected disclosure. Under PDA 2014 (IRL), Sch 1, a reporter who is an employee may apply to the Circuit Court within 21 days of their dismissal (or such longer period as the court may allow) for an order continuing their employment contract pending the final outcome of a claim of unfair dismissal, where the employee claims they were dismissed wholly or mainly for having

It is market practice for a tax covenant (also known simply as a ‘tax deed’) to form part of the transaction documents in respect of an M&A deal where the target company is: • a private company incorporated in Ireland, or • a non-Irish incorporated private company where there is an Irish connection (ie where the buyer is Irish tax resident or the share purchase agreement (‘SPA’) is to be governed by Irish law) This Practice Note explains: • what is a tax deed • the allocation of tax liabilities • key procedural matters, and • the interaction of the tax deed with the SPA and tax warranties What is a tax deed? Contractual promise The tax deed is a contractual promise by the seller to pay to the buyer an amount equal to any tax liability of the target company or group covered by the tax deed. It is not a promise to pay the tax itself. Instead, it is a mechanism for shifting onto the seller the cost of such

Introduction In the UK, it is common for employers and employees to use ‘protected conversations’ when engaging in discussions on matters such as possible termination. The content of these discussions is protected from being used in any on-going or subsequent litigation between the parties. For employers, the position in Ireland is different and there is no similar statutory concept in employment legislation. Under the Unfair Dismissals Act 1977 (Ireland) (UDA 1977 (IRL)), as amended, any dismissal in Ireland, at the outset, is deemed to be unfair. It is for the employer to prove that the dismissal was fair and there were substantial grounds justifying the dismissal. The employer must show that the dismissal resulted wholly or mainly from one or more of the following grounds: • the capability, competence or qualifications of the employee for performing work of the kind which he was employed by the employer to do • the conduct of the employee • the redundancy of the employee, or • the employee being

What is ‘without prejudice’ privilege? ‘Without prejudice’ privilege protects communications exchanged for the purposes of settling a dispute, from being disclosed in court, provided that certain requirements are met (discussed below). Where a party makes concessions or a genuine offer to settle, these communications cannot be disclosed to the court if the case proceeds to trial. The courts have applied the ‘without prejudice’ privilege rule to verbal statements, including meetings and telephone calls expressly agreed to be without prejudice, and equally to written communications which includes letters and emails marked as ‘without prejudice’. Where a communication is marked ‘without prejudice’, any reply will be assumed to have been sent on the same basis unless clearly indicated to the contrary. The privilege is a substantive right, but it is not absolute. Rationale behind the privilege The concept of ‘without prejudice’ is a cornerstone of dispute resolution, allowing parties to communicate freely in pursuit of settlement without fear that those discussions will later be used against them

Drafting notes Counterparts Both a unanimous written resolution and a majority written resolution may consist of several documents in like form, each signed by one or more members. Ensure each counterpart contains the same resolution text and retain all signed counterparts. Delivery and notification Where a unanimous written resolution has been passed, the signatories must arrange delivery of the signed documents to the company within 14 days after the resolution is passed, in addition to being delivered personally or by post the documents can be delivered by fax or by email. Where a majority written resolution has been passed, the signatories must arrange delivery of the signed documents to the company, in addition to being delivered personally or by post the documents can be delivered by fax or by email. The resolution will not be effective until it has been delivered to the company. Within three days after delivery of the documents,, the company must notify every member that the resolution has been

To: The Directors [insert company name] [insert company address] Written resolutions This Precedent sets out a number of specimen written resolutions of the directors of a private company limited by shares to approve the company’s entry into, and to authorise the directors’ execution of, documents. Section 161 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)) provides that a unanimous decision in the form of a written resolution is adopted when copies of it have been signed by all the eligible directors, or each member of a committee, entitled to receive notice of a meeting. If this section is dis-applied or amended under the company’s constitution the company may not avail of the written resolution procedure. A written resolution may consist of several documents in the same form signed by one or more directors and shall take effect from the time it is signed by the last each eligible director. ‘Eligible directors’ are those directors who would have been entitled to vote on the resolution had it been proposed at a board meeting, and are not permitted to vote by law or pursuant to the company’s

This precedent provides a simple template for the sole director of a private company limited by shares to pass one or more written resolutions. The Companies Act 2014 (Ireland) provides that a written resolution signed by all of the directors, or all of the directors entitled to vote on the resolution, will be valid as though it had been passed at a board meeting duly convened and held. The lawyer should check whether or not there

This Precedent is a basic-form written statement of the particulars of employment for an employee, containing the particulars required to be given under section 3(1A) of the TE(I)A 1994 (IRL). For a more comprehensive contract of employment for a junior employee, including basic terms relating eg to bonus, expenses, and confidential information, see Precedent: Ireland—Employment contract basic version. Apprentices are ‘employees’ for these purposes. A written statement of employment particulars must be given to every employee within five days of commencement of employment (this is commonly known as a ‘Day 5 Statement’). A written statement of employment particulars (over and above those given in a Day 5 Statement) must be given to every employee within one month of commencement of employment. . Where the employer fails to issue the employee with a written statement, an inspector (as defined in section 2 of Workplace Relations Act 2015 (Ireland)) can give a determination to the employer to comply with the provision specified in the direction. An employer who: • without reasonable cause, fails to provide an employee

This Practice Note considers the right to a written statement of terms of employment, under Terms of Employment (Information) Act 1994 (Ireland) (TE(I)A 1994 (IRL)). This Practice Note refers to ‘workers’ throughout, to mean not only workers but also ‘employees’ in the strict sense, and apprentices, unless stated otherwise. The basic right to a written statement of employment terms Where a worker begins employment with an employer, the employer must give the worker a written statement, setting out certain prescribed terms of employment. An initial written statement (referred to as the ‘Day 5 Statement’ or ‘Day 5 Statement of Terms’) containing certain core terms of employment must be given not later than five days after the beginning of an employee’s employment. Certain of the prescribed particulars may be given in instalments, not later than two months after the beginning of the employment. It is important for employer’s to note that the statement must be provided within five actual days and not five working days. The legislation allows for clerical errors or omissions provided

Ireland-Commercial analysis: Introduced as a Private Members Bill, the introduction of the Law Reform (Contracts) Bill 2024 to Ireland's Oireachtas in March 2024 is a step towards aligning Irish contract law with evolving jurisprudence around the enforceability of third-party rights in contracts. Matthew Van Der Want, senior associate, and Dominic Conlon, partner, of Ogier discuss the Bill.