paul@paulfoleylaw.ie
22 Northumberland Road, Ballsbridge, Dublin 4

Expertise: Corporate & Commercial Law

The Irish Companies Act 2014 (the Act) is structured to facilitate its use in relation to the formation and regulation of most common types of company as follows: A private company limited by shares (LTD), a Designated Activity Company (DAC), a Company Limited by Guarantee (a CLG), a private unlimited company (ULC), a public limited company (PLC) under Part 20 or Part 22 of the Act, a public unlimited company under Part 17 of the Act (a PUC); and a public unlimited company that has no share capital and referred to in Part 17 (a PULC).

A PLC which is an investment company is regulated by Part 24 of the Act.

I provide corporate and commercial law and regulatory advice and drafting to a range of regulated financial services companies, international companies, SMEs, and entrepreneurs. Having been a Corporate, Financial Services and Commercial Partner for over 13 years, I also provide legal services to Law Firms and Alternative Legal Services Providers. Advice areas include:

  • Agency, Affiliate Marketing, Channel partner and Distribution agreements.
  • Annual General Meetings (AGMs), advice on all related legal requirements and attending and providing legal advice at AGMs

Asset Sale Agreements, their structuring and drafting

  • Company Secretarial and compliance, including the qualifications, rights and duties of a company secretary, the filing requirements, providing all necessary drafting and filing in the Companies Registration Office
  • Companies Act 2014 advice including on the structuring and formation of LTDs, DACs, CLGs, Unlimited Companies and Public Companies
  • Competition Law particularly as it impacts vertical distribution, and technology transfer as each have evolved in a dispersed internet environment
  • Conflict of interest regulation under various sections of the Act
  • Corporate Reorganisation and Restructuring, including share for share swaps and share for undertaking swaps, and compliance with the Companies Act 2014, the SDCA 1999 and the TCA 1997 as amended
  • Cross Border Mergers advice under the Companies Act 2014;
  • Debt Equity Swaps, the due diligence required, and their structuring and implementation
  • Directors Statutory Duties and responsibilities, what are they and providing advice and assistance on compliance with each
  • Directors services contracts, their structuring and drafting;
  • Employee Share and Share option schemes, their structuring and drafting
  • Franchise agreements; including internet franchises
  • Gaming and Lotteries, providing advice on the current law and how it is likely to evolve
  • Healthcare, including regulatory requirements under the Medical Devices Regulation being Regulation (EU) 2017/745, compliance, authorisations for Primary Health Care Centres, for Hospitals, the sale online of Vitamins, Health Products, and Pharmaceuticals, the distribution of Pharmaceuticals, and Testing Devices and providing access online to Healthcare Information and Diagnostic Services
  • International Sales of Goods and Services cross border, including structuring contracts for sale of goods and services in light of Irish and EU legislation, INCO and other terms, providing advice on securing payment, structuring bills of exchange, proper law and jurisdiction, regulatory compliance advice, advice on customs and excise duties
  • Investment Agreements, their structuring and drafting with Angel Investors, Private Investors, VCs, Founders, Enterprise Ireland and others
  • Joint Ventures and Partnerships, advising on and their structuring
  • Licensing and Distribution of Enterprise Software, Mobile Apps and Software electrically programmed onto an IC
  • Market Abuse Law and regulation under section 1365 of the Act, under the Market Abuse Regulation No 596/2014, Commission Implementing Regulation 2015/2392 and under Directive 2014/57/EU
  • Members of Companies, their rights and obligations under the Companies Act 2014 and under the Second Shareholders Rights Directive as amended being Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
  • Mergers and Acquisitions by way of shares or assets
  • Merger Control, regulatory advice under Irish and EU law

Migration for corporate investment funds into Ireland or from Ireland to another jurisdiction under sections 1408 to 1415 of the Act

  • Outsourcing Agreements for IT services, including TUPE aspects, GDPR (Regulation (EU) 2016/679) aspects, and also providing advice and drafting on the Cyber Security Directive (Directive 2016/1148 and under Irish law statutory instrument No. 360 of 2018) and the 2019 EU Cyber Security Act
  • Private Equity and Venture Capital, passporting into Ireland, Irish corporate vehicles appropriate for each
  • Public Procurement Law and advice, particularly for SMEs
  • Redomicile provisions/Migration for Funds from other jurisdictions
  • Reduction in capital, and the legal restrictions
  • Shareholders Agreements, their structuring and drafting
  • Shares and Share Option schemes, Put Options, Call Options, the provision of regulatory advice and drafting
  • Services Supply agreements for IT Services, SaaS services, and PaaS services
  • Transparency requirements regarding issuers of securities admitted to trading on certain markets under section 1379 and section 1380 of the Act, and the Transparency (Regulated Markets) Directive and under regulations passed under section 1380 of the Act.
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