Our annual "What's Another Year?" bulletin is a snapshot of the key legal and regulatory developments which we can expect over the course of 2024, across a range of sectors and practice areas.
M&A TRANSACTIONS
Parties will need to continue to consider the impact of the updated Irish merger control regime, and the new Irish FDI and EU FSR regimes in relation to M&A transactions in 2024.
GENDER BALANCE ON BOARDS DIRECTIVE
The EU Gender Balance on Boards Directive is required to be transposed into Irish law by 28 December 2024 and will require large EU-listed companies to have at least 40% of non-executive director positions, or 33% of all director positions, occupied by members of the under-represented sex by 30 June 2026. Companies will have to report annually on their board composition and, if the objectives have not been met, the measures taken to achieve them.
COMPANIES ACT 2014 REFORM
The Department of Enterprise, Trade and Employment is expected to publish the heads of Bill/General Scheme for the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill in Spring 2024. In addition to focusing on corporate governance, company law enforcement and supervision, company law administration and corporate insolvency, the proposed legislation will also address some anomalies within the Companies Act 2014, including the provisions regarding domestic mergers and in relation to the record date for listed company AGMs.
INTERIM PERIOD EXTENDED FOR VIRTUAL AGMS
The "interim period" of the Companies (Miscellaneous Provisions) (COVID-19) Act 2020 relating to the holding of virtual general meetings (including AGMs) has been further extended to 31 December 2024.
ACCOUNTING DIRECTIVE: ADJUSTMENT OF SIZE CRITERIA
Member states including Ireland, must bring into force laws, regulations and administrative provisions necessary to comply with the delegated directive amending the EU Accounting Directive adjusting the size criteria (balance sheet and net turnover) for micro, small, medium-sized and large companies by 25% by 24 December 2024 and applying the provisions for financial years beginning on or after 1 January 2024 (by way of derogation Member States may allow undertakings to apply those provisions for financial years beginning on or after 1 January 2023).
PROPOSED REFORM OF THE UK LISTINGS REGIME
Following an initial consultation last May, the FCA is currently consulting on detailed proposals for reform of its Listing Rules, which will impact Irish companies that are listed on the LSE. Under the proposed new listing regime, the existing "standard" and "premium" segments would be replaced with a single combined segment for equity shares with continuing obligations representing a relaxation of the current regime for premium listed issuers. The proposals also include a new international secondary listing category designed for non-UK incorporated companies with more than one listing where its 'primary' listing is on a non-UK market, with targeted continuing provisions tailored to 'secondary' listing. The consultation closes on 22 March 2024 (feedback on proposed changes relating to sponsor competence is requested by 16 February 2024).
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.
