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Below is a series of original articles discussing various issues in the area of Irish commercial law. They are all original works written exclusively for Corporate Legal. Feel free to link to them from your own website or use them offline. Please note that nothing in these articles is intended to be legal advice and it should not be treated as such. This section will be updated from time to time with new material, so please check back regularly.

Legal status of Heads of Agreement and Term Sheets

When parties enter into negotiations, one of the first documents they produce between them is often headed a "heads of agreement" (HOA), "term sheet" or "heads of terms". It is normally drafted by the negotiators themselves since it is often too early in the relationship for either of them to have engaged lawyers.... Read More...

Company restorations in the High Court - key considerations

A few years ago, a company director telephoned me seeking legal advice. He recounted how his company was on the brink of obtaining approval for a substantial bank loan when a bank official discovered at the eleventh hour that, in fact, the company had been struck off the register almost five years previously. "I was sitting there in my bank manager's office, red faced" said the director. "We needed the loan urgently and we did not get it".... Read More...

Software developers and entrepreneurs: some legal considerations

Ireland is fast becoming a centre for technological innovation. In many cases, the brains behind the technology are based in Ireland while, in others, they are based abroad but decide to operate through an Irish company. While an influx of technology companies into Ireland is to be welcomed, it should come with the same warnings as apply to any other business. The most important of these - and I simply cannot emphasise it enough in the case of technology and software companies - make sure to get legal advice before entering into legal relationships! Emphasis on the word "before"!... Read More...

Receivers and existing tenancies

I was recently browsing through some online auction properties when I came across one of particular interest. It was an apartment in Dublin 4, a penthouse in the so-called "posh" part of the city. Being the posh part of the city, one would have expected the apartment to be selling for around ظéش150,000 more than its advertised starting price. True that these auctions often start at rock bottom prices to draw the crowds, but this seemed well below rock bottom. What, I wondered, could be wrong with it?... Read More...

Non-party costs in commercial litigation

The Supreme Court recently gave a final determination on whether or not a person can be made liable for the costs of legal proceedings to which he is not a party. The decision in question came in the case of Moorview Development Limited v. First Active Plc [2018] IESC 33, an appeal from the judgment of Clarke J in the High Court. Such appeals would now be heard by the Court of Appeal rather than the Supreme Court, but the Moorview case was appealed prior to the establishment of the Court of Appeal and therefore remained in the Supreme Court list for hearing. The issues in question are of tremendous importance in Irish commercial litigation. In particular... Read More...

The compulsory winding up of companies - some practical considerations

Every year, hundreds of applications are made to the High Court for the compulsory winding up of companies. The vast majority of these are made by creditors in respect of companies which owe them significant sums of money. Prior to the commencement of the Companies Act 2014, the application could be made by creditors owed a minimum of ظéش1,000 (or thereabouts) but that was raised by the 2014 Act to ظéش10,000 or ظéش20,000 whhere two or more creditors combine to make the application. The following are some of the practical considerations arising for the parties.... Read More...

Defending company directors from restriction and disqualification

It is a nightmare of every company director that their company becomes insolvent and wound up, and that they are hauled before the court for their restriction and disqualification. No director is immune from this possibility, but not all seem to do enough to prevent it from happening. So common is this unfortunate scenario that the High Court has a special list dealing specifically with restriction applications (although admittedly the number of cases in that list has decreased significantly since the introduction of "voluntary" restriction and disqualification by the Companies Act 2014).... Read More...