While August can often be quieter from the perspective of Irish legal developments, with Dáil Éireann in recess until 18 September 2024, certain key themes continue to be focus areas over the summer months:
COMPANIES ACT: EXECUTION OF DOCUMENTS
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 was published by the Department of Enterprise, Trade and Employment on 24 July 2024, together with an Explanatory Memorandum. Keep an eye out for our Corporate and M&A Group's briefing on the Bill which will be published shortly.
In the meantime, a widely welcomed part of the Bill (which was signposted when the General Scheme of the Bill was published earlier this year) would place the so-called ‘interim fix' for the execution of documents by a company under seal, available between August 2020 and December 2022 (during the COVID-19 pandemic), on a permanent footing from later this year once the Bill completes its passage through the Houses of the Oireachtas.
CORPORATE SUSTAINABILITY REPORTING DIRECTIVE (CSRD)
The European Union (Corporate Sustainability Reporting) Regulations 2024 transposed the EU CSRD into Irish law from 6 July 2024, and amended both the Companies Act 2014 and the Transparency (Directive 2004/109/EC) Regulations 2007.
Starting in 2025, in-scope companies must report annually on environmental, social, human rights and governance matters in accordance with European Sustainability Reporting Standards (ESRS).
Keep an eye out for our ESG Group's briefing on the regulations, which will be published shortly.
DISSOLUTION OF NAMA; CONCLUSION OF IBRC SPECIAL LIQUIDATION
Stakeholders are also reviewing the General Scheme and Regulatory Impact Analysis (published on 29 July 2024) for the Bill that will end the IBRC special liquidation in 2024, and dissolve NAMA in 2025. Under the proposal, the special liquidation of IBRC would conclude by the end of 2024 with any remaining residual activity transferring to NAMA. NAMA would then be dissolved by the end of 2025, with any remaining NAMA and IBRC-related residual activity transferring to a planned new NTMA Resolution Unit for management from 2026 to conclusion.
FITNESS AND PROBITY
Following the 11 July 2024 publication of the report by Andrea Enria arising from the independent review into the Central Bank of Ireland's fitness and probity (F&P) approval process, Central Bank Governor Gabriel Makhlouf confirmed that the Central Bank accepted all of the report's recommendations, and was “…immediately looking to [its] implementation approach, including the creation of a new unit to bring together F&P activities that are currently dispersed across the Central Bank.”
For our insights on that report, see Fitness & Probity: Report published following independent review.
INDIVIDUAL ACCOUNTABILITY FRAMEWORK AND SEAR
The Senior Executive Accountability Regime (SEAR) started to apply on 1 July 2024, save for the provisions in respect of non-executive directors which will apply from 1 July 2025.
To coincide with SEAR's application date, the Central Bank published answers to certain stakeholder questions about the Individual Accountability Framework (IAF), with a particular focus on the conduct standards. For more information, read our insights here: Central Bank publishes “Questions from Stakeholders” on IAF Conduct Standards.
For our insights and analysis on IAF and SEAR generally, see www.arthurcox.com/iaf.
LIMITED PARTNERSHIPS: PLANNED REFORMS
The Department of Enterprise, Trade and Employment published the General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 in late July 2024, setting out proposals to reform the Limited Partnerships Act 1907. It had consulted on possible reforms in January 2019.
Details of the proposals are being reviewed by stakeholders at the moment, and the main themes are summarised in our recent insights: Limited Partnerships: Proposals for reform published.
Notably, some key suggestions made to the Department in response to its 2019 consultation were not reflected in the General Scheme, such as:
- In line with the approach taken in the UK under the Legislative Reform (Private Fund Limited Partnerships) Order 2017), the introduction of a specific category of limited partnerships in which limited partners could avail of a ‘white-list' of permitted actions that they could take without risking loss of their limited liability.
- Removing the requirement for limited partners' capital contributions to be specified in documents filed with the Registrar, and/or completely removing the requirement for limited partners to make capital contributions.
- Removing the requirement for a limited partner to return any capital contribution withdrawn from the limited partnership before the end of its term.
- Removing the limit on the number of limited partners (20) (notwithstanding that it was removed some time ago in the UK and in Northern Ireland).
MARKETS IN CRYPTO ASSETS REGULATION (MICA)
In-scope firms received further insights on the Central Bank's MiCA-related authorisation and supervisory expectations in the areas of governance and accountability, conflicts of interest, protection of client assets, ownership, business model and financial resilience, AML / CFT, operational resilience, conduct and transparency, and crisis management at an industry event on 18 July 2024. The Central Bank will publish details of its authorisation and notification processes shortly, and plans to open its ‘authorisation gateway' later in Q3 2024.
Back in May 2024, the Central Bank also issued a notice on the impact of MiCA on those with existing virtual asset service provider (VASP) registrations. As part of that, it asked intending applicants who are not already authorised as VASPs to focus on their CASP (crypto asset service provider) applications under MiCA over the coming months, rather than seeking a VASP application at this stage.
REAL ESTATE FINANCE/STUDENT ACCOMODATION
The Residential Tenancies (Amendment) Act 2024 has been commenced.
Tenancies and licences of student-specific accommodation created on or after 20 July 2024 must comply with the Act, the main provision of which is to prohibit any such tenancy or licence exceeding 41 weeks.
For more information, read the latest insights from our Real Estate Group here: Legislation banning student accommodation contracts for more than 41 weeks is commenced.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.