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RESEARCH & BRIEFINGS

Directors and Officers (D&O) Liability in Ireland: Ireland’s New Companies Act

 


Full implementation is soon set to begin for the Irish Companies Act 2014, a landmark piece of legislation that potentially impacts every director and officer of Irish incorporated companies.

Passed into law on 23 December 2014 and commencing in June 2015, the 1,170 page Act reforms the previous Irish Company Law and consolidates prior legislation into a single statute.

Much of the act restates prior legislation, but reforms are noted in the area of governance, legal capacity, and mergers. Key highlights include:

  • All private limited companies must choose to convert to a limited company or a designated activity company (DAC) before 31 August 2016.
  • Corporate directors and officers will see modernised governance responsibilities, including a list of principal fiduciary duties.
  • Despite the unchanged limited ability of a company to indemnify its directors and officers, the act includes a specific statement allowing companies to purchase directors and officers insurance to cover against alleged negligence, default, breach of duty, or breach of trust.