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Law & Regulation

Email Alerts When an Auditors Registration Number is used at the CRO

The CRO introduced email alerts to Auditors when their Auditor Registration Number (“ARD”) is included on a B1 Annual Return when filed at the CRO. Once a month the CRO issue an email to all Auditors whose ARN was used in the last month listing the companies that have used that ARN. Auditors can contact the CRO it they did not conduct an audit for any of the company’s on the list.

Jan 31, 2012

Shareholders Agreements - Investment in Private Companies

For the purposes of this article we will deal with investors who take a straight forward shareholding of ordinary voting shares in an Irish private limited company in return for their investment. There are many other types of investment instruments which an investor may seek to take advantage of, for example “Convertible Loan Notes”, which usually come with a set interest coupon and which can also be converted into shares at a later stage in the investment process.
The following briefly sets out certain issues which should be considered by promoters and investors in the context of third party investments:

Dec 13, 2011

Cessation of Office by an Auditor & Notifying IAASA

An Auditor may cease to hold the office of Auditor of a Company in a number of ways. These may include:- Resignation from Office by the Auditor pursuant to Section 185 Companies Act 1990; Removal of the Auditor from office by the company (pursuant to Section 160 Companies Act 1963;Retirement by the Auditor at an Annual General Meeting and appointment of another Auditor.

Dec 13, 2011

Temporary Agency Workers Directive

End-user companies and Agencies should make the appropriate arrangements to ensure that the principles of equal treatment enshrined in the Temporary Agency Workers Directive (2008/104/EC) are put in place from 5th December, 2011 for all temporary agency workers, including those who are hired before or after 5th December, 2011.

Dec 13, 2011

Advantages and Disadvantages of putting a shareholders’ agreement in place

A shareholders agreement is an agreement or a contract between, in most cases, the shareholders in a company. The agreement, generally, will regulate the relationship between the shareholders and detail how the company will be managed. As we will see a shareholders agreement provides an opportunity for shareholders to obtain additional rights or expand upon their existing rights. Each shareholders agreement should be tailored to suit the particular circumstances of the company and its shareholders.

Nov 28, 2011

ODCE Updates Information Books on Company Law

The series of 7 Information Books on Company Law have been updated. These books were first issued in November 2002 and this edition updates those books for changes in the law up to the end of 2010.

Nov 28, 2011

Main Provisions of the Companies Bill

The Department of Jobs, Enterprise and Innovation recently published “Pillar A” of the Draft Companies Bill. The legislation, which comprises of 952 sections and six schedules on over 1300 pages of text, is expected to represent the largest piece of legislation in the history of the State when complete. It is the most significant reform in Irish company law since 1963, and consolidates the 15 existing Company Acts as well as a significant number of statutory instruments and judgments.

Nov 15, 2011

The Irish Stock Exchange Publishes Additional New Rules in Relation to Corporate Governance

The Irish Stock Exchange (“ISE”) has published new listing rules which require Irish listed companies to comply or explain against additional corporate governance provisions. These new rules, which are contained in a new Irish Corporate Governance Annex, supplement the existing provisions which require Irish listed companies to comply or explain against the requirements of the UK Corporate Governance Code.

Nov 15, 2011

Increase in Audit Exemption Thresholds

The Minister for Jobs, Enterprise and Innovation Richard Burton recently announced that the audit exemption thresholds will be increased to the maximum level permitted under EU Law. The increase in thresholds is part of the government’s target of a reduction of 25% in the red tape imposed by the Government on business.

Nov 1, 2011

The Regulation of Liquidators

For many years now there has been much debate about regulation among Insolvency Practitioners which has become more prevalent in recent times. The once niche market has experienced an influx of accountants claiming to have the relevant experience and knowledge to carry out liquidation work when in reality many are not only lacking knowledge but also experience.

Nov 1, 2011

Are your Developer Clients Still Stuck in the MUD?

The deadline for transferring the common areas into Owner Management Companies was 1st October 2011 yet many Developers have not yet acted. If the transfer has not been completed, the members are open to go to the Circuit Court and secure an order forcing the Developer to transfer the common areas.

Oct 18, 2011

ARN on new B1 Form, Amalgamated Accounts, ROS Signature & PDF Accounts

The CRO introduced the new Form B1 with effect from 1st April 2011. From 4th October, the old version of the B1 will no longer be accepted by the CRO in respect of returns delivered to the CRO. If you manually file Annual Returns (please consider using CORE!) ensure that you are using the new B1 form otherwise the return will be rejected by the CRO which may result in the return being late resulting in the loss of audit exemption and imposition of late filing penalties.

Oct 18, 2011

When Social Networking Collides with ‘Real Working’

Since 2004 when Facebook and 2006 when Twitter first began their operations in the United States, Social Networking and Social Media usage has increased exponentially, with the average user now spending five and a half hours every month on these type of sites.

Oct 18, 2011

Deadline for Acceptance of Old Form B1

A new version of the statutory Form B1 (annual return) was prescribed by the Minister and introduced on 1 April 2011.

The six month transition period, during which old and new versions of the B1 Form were acceptable, will end on 1 October.

Oct 4, 2011

Regulation of the Accountany Profession

Regulation of individual professional accountants is primarily conducted at a national level, with professional accountancy organizations playing an important role in working with governments to ensure that such regulation is effective, efficient, and in the public interest.

Oct 4, 2011

Chartered Accountants Ireland Disciplinary Bye-law 5.5 now anticipated to come into effect on 1 December 2011

The Chartered Accountants Regulatory Board (CARB) has recently issued guidance in respect of Bye-law 5.5. This new Bye-law was approved at a Special General Meeting in September 2009 although it was not commenced at that time or since, however it is anticipated that it will be commenced later this year on 1 December. The Guidance received approval of the CARB Board on the 28 June 2011.

Sep 20, 2011

Introduction to TUPE Legislation & the Implications for Takeovers, Mergers, Acquisitions and Transfer of Undertakings

A transfer of undertakings occurs when a business, or part of a business, is taken over by another employer as a result of a merger, acquisition or transfer of a part or all of the business. The relevant legislation in a transfer of undertakings situation such as this is the European Council Directive 2001/23/EC, introduced into Ireland as the European Communities (Protection of Employees on Transfer of Undertakings) Regulations SI 131/2003 (TUPE).

Sep 6, 2011

PwC to Face Tribunal for JP Morgan Audits

In September 2010 the AADB commenced an investigation into the conduct of PricewaterhouseCoopers LLP, auditors to JP Morgan Securities Limited (JPMSL), in relation to the preparation of reports to the FSA in respect of JPMSLs compliance with the FSA's Client Asset Rules (the CASS Rules) for the periods ended 31st December 2001 to 31st December 2008.

Aug 23, 2011

CARB Releases First Phase of Changes To The Investment Business Regulations

Firms may recently have noticed that CARB has posted revised Regulations for investment business activities and advice caught by the Investment Intermediaries Act on its website, these became effective on the 1 July 2011.

Aug 9, 2011

Will Your Developers & Management Companies Meet Their New Deadline Under The Multi-Unit Developments Act 2011?

The Multi-Unit Developments Act 2011 was enacted on 24th January 2011 which imposes new obligations on Developers and Owner Management Companies. As business advisors and particularly Auditors, you are in a position to advise these entities on their new requirements under the Act. Auditors will be signing off accounts for these entities over the next few months and will have to confirm that the entities have complied with the Act.

Aug 9, 2011

Mandatory E-Stamping of Share Transfer Forms

The Revenue have made regulations under Section 17A Stamp Duty Consolidation Act 1999, which impose mandatory electronic filing and payment of stamp duty returns. The regulations came into effect on the 1st of June 2011,and all stamp duty returns, where stamp duty is payable, must be filed electronically through the Revenue On-line Service (ROS), regardless of the date which appears on the instrument.

Jul 26, 2011

Implications of the High Court Decision in Relation to Employment Regulation Orders

The High Court has made the ruling that the Employment Regulation Order (ERO) wage setting mechanism is unconstitutional. Detailed information in relation to NERA and the implications of the ruling follows.

Jul 26, 2011

Landmark High Court Ruling on JLCs

In March 2011, the High Court heard the constitutional challenge taken by the members of the Quick Service Food Alliance (“QSFA”) against the rights of the Catering Joint Labour Committee (“the Catering JLC”) and the Labour Court to set minimum rates of pay and employment conditions for workers in the catering industry in John Grace Fried Chicken Limited, John Grace and Quick Service Food Alliance Limited v The Catering Joint Labour Committee, The Labour Court, Ireland and the Attorney General.

Jul 11, 2011

Changes to existing laws on Marketing means additional requirements for electronic marketing and phonecalls

Important changes to existing laws on marketing have been introduced with effect from 1 July 2011 by the EC (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (the “Regulations”). In effect, the Regulations have strengthened the laws which apply to electronic marketing and phone calls

Jul 11, 2011

European business leaders oppose audit reforms

European business leaders are largely opposed to the radical audit reforms proposed by the EC Green Paper, according to a PwC survey. The PwC poll of 120 chief finance officers and audit committee chairmen at large European companies in France, Germany, Netherlands, Spain and the UK found the majority are concerned that broad mandatory measures would not improve audit quality, but raise costs and reduce market choice.

Jul 11, 2011

Download attachment(s): [ Green-Paper-Auditing.pdf ]

Don’t want to file Accounts at the CRO this year?

If your client has an Annual Return Date in the next few months, they will be making their financial figures available to the public. How many clients have said to you over the years “is there any way we can avoid filing our accounts”? Now you have the solution to their problem.

Jun 28, 2011

Breaking Up Is Hard To Do

A break option can generally be described as a right conferred upon a tenant to terminate its tenancy prior to the expiry of the term of a lease. In the current economic environment, with the spike in commercial properties available for rent at increasingly competitive rents, break options are of particular importance to both landlords and tenants and can be the subject of intense negotiation both at the time of the grant of the lease and at the time of its exercise.

Jun 14, 2011

Representation at the EAT; grounds for concern?

I have been taking a look at the statistics in the Annual Reports of the Employment Appeals Tribunal for representation and appearances at the tribunal. I examined the figures for the years 2005 and 2008 and in October last year the 2009 Annual report was published.

May 31, 2011

Time to Put Audit Back Together Again

Extend the scope of the audit to include business risk and corporate governance, have more communication between auditors and regulators, open the audit market to more competition; but don’t over burden small companies with large company audit requirements – said ACCA in a major review of proposals for change to the audit process.

May 31, 2011

€10 million damages awarded in defamation proceedings – the case for reform!

In High Court defamation cases, plaintiffs can opt for trial by judge and jury or for trial by judge alone. Most plaintiffs opt for trial by jury due to the fact that damages awarded by a jury tend to be larger than those awarded by judges. Damages awarded by juries are often excessive and arbitrary due to the fact that the relevant legislation, which previously governed the conduct of defamation proceedings, did not permit judges to direct juries on the question of damages. Furthermore, the appellate system in Ireland made it difficult to overturn a decision of a lower court on a question of fact (including the quantum of damages), as opposed to a question of law. The Defamation Act 2009 (the “Act”), which applies to defamatory statements made after 1 January 2010, introduced a number of changes to Irish defamation law including new provisions regarding damages.

May 17, 2011

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