Ireland—Banking & Financial Service analysis: This article, was written by A&L Goodbody’s Asset Management & Investment Funds Team SFDR, SIU, PRIIPs KID Q&As, T+1, the Listing Act.

Ireland—Banking and Financial Services analysis: This article, was written by the Asset Management & Investment Funds team at A&L Goodbody LLP and examines the CSA on AIFM/ManCo compliance and internal audit, EU Commission’s 2025 priorities, ESMA’s 2026-2028 program, ESRB on systemic liquidity, EU Taxonomy, T+1, DORA, LEIs.

Ireland—Banking & Financial Service analysis: This article, was written by the Asset Management & Investment Funds team at A& L Goodbody LLP and discusses recent updates in Irish asset management and investment fund practices, including upcoming deadlines and regulatory changes.

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 21 February 2019; it is no longer maintained. See further, timeline and commentary. Case facts Outline Financial Conduct Authority (FCA) Article 101 TFEU/Chapter I investigation into four asset management firms in relation to an alleged breach of competition law for sharing sensitive information regarding prices for initial public offerings (IPOs).  Latest development On 21 February 2019, the FCA issued its decision finding that three asset management firms breached competition law. It imposed fines against two of them. Parties • Artemis Investment Management LLP (Artemis), a leading UK-based fund manager• Hargreave Hale Ltd (Hargreave Hale), a leading provider of investment management, stock broking and fund management services in the UK• Newton Investment Management Limited (Newton), a UK-based global investment management firm, and its ultimate parent company The Bank of New York Mellon Corporation • River & Mercantile Asset Management LLP (RAMAM), a UK-based investment boutique specialising in the management of UK and global equities, and its ultimate parent company River

The Financial Conduct Authority (FCA) has found that asset manager H2O AM LLP (H2O) failed to carry out proper due diligence on investments relating to the Tennor Group of companies owned by Lars Windhorst, or other companies he introduced. The FCA would have imposed a substantial fine on H2O for its serious breaches. However, the FCA has agreed the firm will make €250m available to all those whose investments remain trapped.

An asset protection trust is a trust arrangement used in practice to hold assets with the aim of insulating them from future claims (for example, creditors, divorce claims or means‑tested care fees). The term is descriptive rather than a statutory label in the UK and Ireland; structures are commonly discretionary trusts, often with the settlor and family as potential beneficiaries.Key legal limits apply. Transfers into trust can be set aside on insolvency grounds: in England and Wales under the Insolvency Act 1986 (transactions at undervalue, preferences, and s.423 transactions defrauding creditors); in Scotland under the 1986 Act’s provisions on gratuitous alienations and unfair preferences; in Northern Ireland under the Insolvency (Northern Ireland) Order 1989; and in Ireland under the Bankruptcy Act 1988 and related rules. Family courts may vary nuptial settlements and set aside dispositions intended to defeat claims (with parallel powers in England and Wales, Scotland, Northern Ireland and Ireland). Care charging regimes can treat transfers as deliberate deprivation of assets.Tax and control also matter: settlor‑interested trusts attract anti‑avoidance rules and gifts with reservation charges; excessive settlor control risks a sham finding. Offshore ‘firewall’ statutes do not prevent UK or Irish clawback of tainted transfers.

An asset purchase enables the buyer to purchase only those assets and liabilities that it requires and expressly agrees to acquire. When the acquisition is completed, the buyer becomes the owner of those assets and subject to those liabilities, leaving unwanted assets and (more importantly) liabilities behind in the hands of the seller. Asset purchases allow a buyer greater flexibility to pick and choose and largely avoid the risk of it acquiring unwanted liabilities. It does not acquire the company carrying on the business. It is also commonly known as a 'business purchase'.

An agreement which enables a buyer to purchase only those assets and liabilities that it requires from a business.

The APA records the terms by which the buyer agrees to purchase from the seller the assets of the target business and is the key document in any asset purchase transaction. The buyer agrees to pay the seller the purchase price for the acquisition of the assets in return for which the seller transfers the title in the assets by the appropriate mechanism (which will depend on the type of assets being transferred).

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of company in administration] (in administration) a company incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] and with registered office at [insert address] (the Seller), acting by its [joint] Administrator(s) 2 [Insert name of administrator(s)] of [insert name of firm] whose registered office is at [insert address of firm](the Administrator(s)) 3 [insert name of purchasing corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] with registered office address at [insert address] (the Buyer), and each of the Seller Administrator(s) and the Buyer being a Party and together the Seller Administrator(s) and the Buyer are the Parties. background (A) [insert name of floating charge holder] (the Floating Charge Holder) is the holder of a qualifying floating charge created by the Seller on [insert date of floating charge(s)] in favour of the Floating Charge Holder. (B) The Administrator(s) appointed to the Seller [by the Floating Charge Holder OR the Seller’s directors OR the Seller] pursuant

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (Seller), and 2 [insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (Buyer), [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).] BACKGROUND (A) The Seller currently carries on the Business [under the Business Name] ([each ] as defined below) and is the legal and beneficial owner of the Business and the Assets (as defined below). (B) The Seller has agreed to sell the Business (including the Assets) as a going concern to the Buyer on the terms and conditions in this Agreement. (C) [[insert further background provisions if required]] The parties agree: 1 Definitions and interpretation 1.1 [In this Agreement [unless the context otherwise requires]: Assets • means [the Business Intellectual Property Rights,] [the Contracts,] [the Goodwill,] [the Book Debts,] [the

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of selling corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] under number [insert company number] whose registered office is at [insert address] (Seller), 2 [insert name of purchasing corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] under number [insert company number] whose registered office is at [insert address] (Buyer), and 3 [Insert name of guarantor entity] incorporated in [England and Wales OR [insert country of incorporation]] under number [insert company number] whose registered office is at [insert address] (Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] BACKGROUND (A) The Seller currently carries on the Business[ under the Business Name]. (B) The Seller has agreed to sell the Business (including the Assets) as a going concern to the Buyer subject to the terms and conditions in this Agreement. (C) The Guarantor has agreed to guarantee the performance by the Seller of its obligations under this Agreement.