mhc times issue 31 autumn 2012

Leaner & FitterCommercial Disputes in Ireland

Page 7

Ireland Inc.The Future for FDI

Page 2

Tax SandwichMade in Ireland

Page 5

Ireland Inc.An interview with Barry O’Leary, CEO of IDA Ireland

Issue 31Autumn 2012

Contents

DublinSouth Bank HouseBarrow StreetDublin 4Ireland

t +353 1 614 5000e [email protected]

London60 Lombard StreetLondonEC3V 9EAUnited Kingdom


New York330 Madison Avenue6th Floor, New YorkNY 10017USA


MHC.ie

Managing Partner’s DiaryEmer Gilvarry 01Ireland Inc. - The Future for FDIAn Interview with Barry O’Leary, CEO, IDA Ireland 02Tax SandwichMade in Ireland 05Leaner & FitterResolving Commercial Disputes in Ireland 07Appointments 09Corporate Social Responsibility 09News & Events 10 - 12Political Truisms 13

Welcome to the 31st issue of MHC Times. It’s an exciting time in Dublin at the moment with the International Bar Association’s Annual Conference taking place in the city from 30th September – 5th October. We are delighted to welcome our friends attending from all corners of the globe and we hope that you fi nd this issue a helpful source of information on business opportunities in Ireland. In this issue, Barry O’Leary, CEO of IDA Ireland talks about the advantages of investing in Ireland. Declan Black examines the success of Ireland’s Commercial Court and Ireland’s

attractiveness as a seat for international arbitrations. Meanwhile, John Gulliver focuses on the benefi cial tax structures multinational corporations are using in Ireland. You can also read about some of our Corporate Social Responsibility activities, recent appointments and a selection of our latest news and events. Finally, we close with a collection of political truisms.

Ailbhe Gilvarry is a Partnerat Mason Hayes & Curran

Editor’s Note

For more information, please contact [email protected]

MASON HAYES & CURRAN • Page 1

Managing Partner’s Diary

With Ireland hosting over 5,000 lawyers

this October at the International Bar

Association Annual Conference,

anticipation is growing here in Dublin for

what we hope will be a productive and

rewarding meeting of minds. We look

forward to welcoming our colleagues

and friends to our home city and

showing all that Dublin has to offer. The

timing of the conference is particularly

fi tting in what has been a good year for

the country.

Ireland successfully returned to the

bond markets in July 2012 and the

Troika continue to provide positive

reports on our progress. The Minister

for Finance hopes that Ireland will make

a complete return to the bond markets

in 2013. While we are still likely to face

another tough budget this year, our

fundamentals remain strong and we are

confi dent of continued growth.

The fi gures speak for themselves in

terms of international confi dence in the

Irish market and underscore why major

organisations choose to invest in Ireland.

• Ireland is ranked 1st in Europe for

ease of doing business and 2nd

globally as the most attractive country

for Foreign Direct Investment (FDI).

• 1,004 companies have chosen Ireland

as their strategic location in Europe

and over 93% rate their investment as

a success.

• Ireland has a very competitive tax rate

and also offers a 25% Research and

Development tax credit.

• Dublin is ranked as the best city in

the world for human capital with over

50% of our population under the age

of 35 and 60% of students going on to

further education.

Given the context, it is easy to

understand why eight of the world’s top

ten ICT companies have chosen to base

their EMEA operations in Ireland. Mason

Hayes & Curran is delighted to advise a

large number of these companies. Our

specialised technology team operates at

the top end of this market, advising on

highly complex issues with international

impact, particularly data privacy,

outsourcing and IP.

We recently advised the Irish

Government on its new “IP Protocol

for Putting Public Research to Work

for Ireland”. The Protocol aims to

help industry access Research and

Development conducted in Ireland’s

public educational and research

institutions, with the ultimate aim

of commercialising such research

into viable products and services for

international trading.

The growth of the technology sector

has created a wave of new start-ups,

particularly in the computer games

space. Ireland’s Jobs Minister Richard

Bruton, TD, recently established an

industry group consisting of executives

from the major games companies

present in Ireland to spearhead a

strategy to create 2,500 new digital

games jobs by 2014.

The aim of the group is to develop

relationships between both foreign

and local games companies, start-ups

and well-established multinationals,

industry and education institutions, and

related sectors. Mason Hayes & Curran

welcomes this new development as

we work closely with many of these

organisations in Ireland and we are a

headline sponsor of Games Ireland.

Another major source of jobs and FDI

in Ireland is fi nancial services, which

includes banking, investment funds,

asset fi nancing and insurance. Ireland

is home to over 50% of the world’s

leading organisations in this sector.

At Mason Hayes & Curran, our

dedicated and award-winning asset

fi nance team works closely with local

and international fi nance houses. The

team was delighted to win Regional Jet

Deal of the Year 2011 and Engine Deal

of the Year 2011 at the New York Air

Finance Conference in April 2012.

In the insurance space, we represent all

of the major insurers including advising

Liberty and Mitsui on their entry to the

Irish market. Liberty Mutual’s entry via

the purchase of Quinn Insurance was a

highly complex deal and was recognised

as the Most Innovative Deal of 2012 by

Finance Dublin.

In terms of future trends, we are

confi dent that we will see continued

growth in the fi nancial and technology

sectors in Ireland along with sustained

high levels of activity in energy, pharma

and medical devices.

Hopefully, we can share further

updates with you this October at the

IBA Conference in Dublin. If you are

attending, please let us know at

www.mhc.ie/iba.

Otherwise, if I don’t see you in Ireland

this October, please let me take this

opportunity to wish you the best for the

rest of 2012.

Regards

Emer Gilvarry, Managing Partner at Mason Hayes & Curran


Dylan Latimer (DL): In spite of ongoing local and global economic challenges, Ireland appears to be attracting more than its fair share of Foreign Direct Investment (FDI). What are the main pull factors for multinational businesses to invest in Ireland?

Barry O’Leary (BOL): There are various

reasons why Ireland retains its position

as a leading location for FDI. A 2012

Report from Foreign Direct Intelligence

states that Ireland’s performance far

outweighed the European average in

2011. Multinational companies, either

investing in Ireland for the fi rst time or

expanding existing operations here, cite

our talented and highly-skilled workforce,

our track record for hosting successful

FDI operations across a variety of

sectors, our attractive rate of corporation

tax and our technology capabilities as the

primary reasons why they chose Ireland.

In addition to these key strengths

on which Ireland’s FDI reputation

is built, there have been signifi cant

improvements in our cost environment

with costs back to 2003 levels. Our

Government has also shown its

dedication to getting Ireland back to

growth, evidenced in a return to GDP

growth in 2011. Our Troika programme is

on track, bank recapitalisation has been

completed and there is a strong focus

on structural reforms. While competition

for FDI remains very strong, foreign

investors have now more reasons than

ever to invest in Ireland.

DL: Is the corporate rate tax central to the decision to invest in Ireland?

BOL: Ireland’s attractive rate of corporate

tax, and the Irish Government’s

commitment to retaining this, certainly

proves to be a draw for overseas

investors. However, the main reason

cited by those who choose Ireland for

their FDI operations is the availability of a

highly-skilled workforce. Our workforce

is young, highly-educated, English

speaking, fl exible and mobile.

In addition to this, Ireland has barrier-free

access to over 500 million consumers

in Europe and an export-oriented open

economy with a pro-enterprise focus.

Throughout the last decade, Ireland

invested substantially in infrastructure and

achieved major improvements in road,

rail, air and sea transportation. Meanwhile,

the median age of the population is 35

which is the lowest in the EU. So while

the rate of corporate tax plays a key role

in attracting foreign direct investment to

Ireland, investors simply wouldn’t choose

Ireland if we didn’t have the myriad of

other attributes necessary for hosting

their FDI operations successfully.

Ireland Inc. - The Future for FDIAn interview with Barry O’Leary, CEO, IDA Ireland

In this interview, Dylan Latimer, spoke to Barry O’Leary, CEO of IDA Ireland about Foreign Direct Investment into Ireland.

Dylan Latimer, Solicitor, Corporate at Mason Hayes & Curran


Who’s in Ireland?

DL: What assistance does IDA Ireland provide once the decision to locate in Ireland has been made?

BOL: IDA provides for its client

companies a vast array of services

once they make the decision to locate

in Ireland. This can range from aiding

with business set-up such as finding

suitable premises for the company

and making connections with service

providers; to acting as a liaison between

the company and academic institutions in

the location. The decision by a company

to locate in Ireland marks a very early

stage in its relationship with IDA Ireland

and we continue to work closely with

all our client companies fostering their

continued expansion in Ireland.

DL: Ireland’s Prime Minister, Enda Kenny, wants to make Ireland ‘the best small country in the world in which to do business.’ What type of feedback do you receive from IDA-backed businesses about doing business in Ireland and the ecosystem of services providers to assist them?

BOL: The best measure of how happy

our client companies are with Ireland

and the services it provides to them is

seen in the decision by many to expand

their mandates in Ireland, furthering

embedding their operations here. Once

a company decides to expand, there

is no guarantee that they will choose a

location simply because they have an

existing operation there. The competition

for expansion projects is as tough as it

is for Greenfield projects. The simplest

way to answer this question is to look

at the number of recent expansion

announcements made by IDA client

companies which have included Xilinx,

Amazon, IBM, Microsemi, Merit Medical,

SAP, Cisco, Amgen, M/A Com, Mylan,

PepsiCo, Eli Lilly, Microsoft, PayPal

and Abbott who have all announced

expansion investments in 2012.

DL: IDA Ireland has developed operations all over the world but what regions are currently most active in FDI creation?

BOL: These are challenging times

globally with moderate growth in the US,

low growth in European demand and a

slowdown in the economies of China

and India. However, IDA has, over many

decades, built extremely strong business

links across the globe and as a result

continues to attract investment from

a variety of regions. The US remains

Ireland’s largest overseas investor

followed closely by Europe. IDA has

increased focus on emerging nations as

part of its ongoing strategy; the results of

which are already being witnessed. IDA

is building strong business relationships

with these nations and positioning Ireland

to take full advantage of investment from

them now and in the future.

DL: The creation of an Emerging Businesses Division is a recent IDA strategy to attract earlier stage businesses to locate in Ireland - how is it paying off?

BOL: Whilst Ireland may be best known

internationally for the presence of

giants like Google, Twitter, PayPal and

Intel, over the last two to three years

IDA Ireland has been putting a greater

concentration into the second tier or

mid-tier companies — companies that

would have revenues of €70 million to

€540 million.

Another key target are those high

potential emerging companies looking

to internationalise — companies

that might have a maximum of €30

million in revenue or that might have

none at all but have been through

one to two rounds of venture capital

investment. The success in attracting

such innovative players to Ireland can

be attributed to many factors, including

track record of success, ease of doing

Image courtesy of IDA Ireland


business and an English speaking

workforce. These are very innovative

companies so the skills base and talent

in Ireland are very important, as are an

attractive corporate tax environment and

technology infrastructure.

Teams have been set up between Dublin,

Limerick, New York and Mountain View,

California, to target such companies. Since

the inception of the ‘Emerging Business

Teams’ in January 2010 there have been

over 41 investments from early stage

companies. 2012 has been particularly

successful for the ‘Emerging Business

Teams.’ In April, five rapidly expanding

European companies announced their

intention to locate in Ireland with the

creation of 77 new jobs; this was quickly

followed in May by a further six emerging

companies choosing Ireland as a location

for their overseas operations, as a result

creating 100 new jobs.

DL: Can you comment on the importance of FDI as a source of economic growth for Ireland and your views on what the future holds for directing FDI into Ireland?

BOL: The importance of FDI to Ireland’s

economic growth should not be

underestimated. Last year alone, IDA

client companies pumped €19 billion

into the Irish economy; €6.9 billion in

payroll and contributed €115 billion in

estimated exports. There are 250,000

direct and indirect jobs in Ireland as a

result of FDI; that accounts for one in

every seven Irish jobs.

Due to the huge impact of FDI on

Ireland’s economy and despite Ireland’s

success in securing it, there are

challenging times ahead for IDA and

Ireland. As previously mentioned, we are

currently facing little growth in European

demand, moderate growth in the US and

a slowdown in the economies of China

and India. Due to a lack of domestic

demand and budget deficits, many

countries are ramping up their attempts

to attract inward investment.

However, IDA remains optimistic that

Ireland can continue to win significant

FDI, building on our strong track record.

IDA targets a number of sectors that

will continue to grow even in a globally

challenging environment, including

IT/Technology, digital media and life

sciences. Even in areas of low or no

growth, opportunities will arise in, for

example, the consolidation of technology

and operations hubs in global financial

institutions and consolidation of

operations in a number of other sectors.

IDA is in its third consecutive year of

employment growth in its portfolio

and the organisation is committed to

and focused on continuing to grow

employment in coming years.

DL: Barry, many thanks for your time today and for the insights you have shared on FDI.

Barry O’Leary was appointed Chief

Executive Designate of IDA Ireland in

October 2007. He has worked in the IDA

for over 30 years and was Director of

Europe between 1995 and 2002. Prior

to his current role, he was Divisional

Manager of the IDA’s Life Sciences

and Information and Communications

Technology business units. Under his

leadership in 2010, IDA launched its

strategy blueprint, Horizon 2020 which

articulates how IDA will attract the next

wave of sophisticated FDI over the

coming decade.

If you are interested in talking to us

about FDI, please contact Declan

Moylan, Chairman of Mason Hayes

& Curran, at [email protected] +353 1 614 5028.

Image courtesy of IDA Ireland

Investors in Ireland


US and Asian corporations looking to build a European, Middle East and African (“EMEA”) hub are increasingly focused on Ireland as a business location. This article highlights some of the key structures used by multinational corporations as they grow their EMEA footprint out of Ireland.

As a low-tax onshore OECD-compliant

EU location, Ireland holds a good supply

of young, well–educated and multilingual

staff. These features make Ireland the

premier location from which to staff, build

out and grow the critical mass necessary

for a fully functioning EMEA hub.

Ireland’s 12.5% Corporate TaxRate and Access to Ireland’sTreaty Network

Companies conducting trading activities

in Ireland are liable to corporation tax at

12.5% on trading profi ts. Typically, such

companies enjoy the benefi ts of access

to Ireland’s double tax treaty network

as well as certain exemptions from

withholding taxes embodied into Irish law

and practice.

Unlike tax haven locations, Ireland’s

growing treaty network provides

protection against other tax authorities

that may seek to claim a portion of the

profi ts earned by the Irish hub. In certain

instances, where foreign tax authorities

have sought to challenge the measure

of profi ts attributable to the Irish hub,

the Irish Revenue Commissioners have

assisted the Irish hub in its discussions

with the foreign tax authorities and agreed

advance pricing agreements between the

respective trading partners.

Whilst the Irish tax system now contains a

transfer pricing system that enables multi-

nationals to demonstrate that arm’s length

profi ts comparable to the activities carried

on here are subject to tax in Ireland, its tax

code is not cluttered with anti-avoidance

legislation. Hence, a foreign multinational

may establish operations in Ireland and

accumulate cash offshore without risk of a

controlled foreign companies challenge.

Similarly, the absence of detailed and

aggressive rules that apply withholding

taxes makes Ireland an attractive location

to generate outfl ows of dividends, interest

and royalties. And should the time come

for an orderly exit from Ireland, the regime

does provide means for foreign-owned

companies to exit the country tax-free.

Ireland’s full EU membership means

that any pan-EU regulated activity

that is compliant with Irish law can be

passported into all other EU member

states free of additional regulation. This

is highly relevant to multiple sectors

including regulated fi nancial services or

social networking hubs which hold or

process EU consumer data.

John Gulliver, Head of Tax, at Mason Hayes & Curran

Tax Sandwich:Made in Ireland


Tax Structures in Ireland

Double Irish SandwichThe colloquially known “Double Irish

Sandwich” is a structure that builds upon

the ability of US corporations to own

non-US intellectual property in an Irish

incorporated but non-Irish tax resident

company ( see Irishco 1 in Figure 1) and

enter into a licensing agreement with an

Irish incorporated and Irish tax-resident

company (see Irishco 2 in Figure 1) that

acts as the EMEA hub. As can be seen

from Figure 1, Irishco 1 is resident in

a tax haven like the Cayman Islands or

Bermuda. A cost share arrangement

between Irishco1 and the US parent

allows the increase in value of developed

IP to grow in an offshore jurisdiction.

Figure 1

This structure enables pan-EMEA income

earned by Irishco 2 to be shifted free

of Irish taxes to Irishco 1. Irishco 2 can

then enjoy the benefit of Ireland’s double

tax treaty protection from challenges by

foreign authorities. For US purposes, both

Irish companies are treated as one, giving

rise to a deferral of US Federal tax until

monies are repatriated Stateside. For new

entrants in the Irish market to maintain the

benefits of the Double Irish Sandwich, they

will need to demonstrate that the transfer

price payable by Irishco 2 to Irishco 1

represents an arm’s length return.

Foreign tax authorities may seek to apply

withholding taxes on income payable to

an Irish EMEA hub. They attempt this by

arguing that the payments are in fact to

the company that is a tax resident in the

Cayman Islands or Bermuda and that the

treaty rates or EU absence of withold

should not apply.

Clearly, if the Irish EMEA hub does in fact

own the underlying intellectual property,

good or service that is being provided to

the end user in another EMEA country,

this argument can be rebutted. Of key

relevance is the degree of substance

located in Ireland which can be used to

demonstrate that the critical mass and

hence beneficial ownership of IP is in fact

located in Ireland.

Double Dutch Alternative

The“Double Irish Sandwich” is often

compared and contrasted to the Double

Dutch structure, illustrated in Figure 2. A

Netherlands Antilles CV owns intellectual

property and enters into a licence and

cost share with a Dutch incorporated BV

that acts as the EMEA hub. The margin of

profit taxable at rates of 25% in the BV is

the subject of a ruling given by the Dutch

tax authorities. For US purposes, the CV/

BV structure is again treated as one and

gives rise to a deferral of Federal tax until

such time as profits are repatriated.

Figure 2

The Double Dutch structure is attractive

for those wishing to establish substantive

operations on the continental EU land

mass. The long-term viability of building

structures around offshore locations does

however merit further analysis. With the

US Presidential elections looming and

continued OECD pressure on the havens,

a variation to the Double Irish or Double

Dutch structure may be necessary.

Irish / Luxembourg Sandwich

We occasionally advise groups that

wish to own intellectual property in

Luxembourg and license it into an Irish

EMEA hub. For these groups, their end

game is to get a tax deduction at 12.5%

in Ireland on the licence fee, and then

through a Luxembourg ruling, they can

pay a sliver of tax in Luxembourg. For US

tax purposes, the Irish and Luxembourg

companies are treated as one and ignored

until the funds are repatriated.

The Irish / Luxembourg Sandwich

structure may diminish the Irish Revenue

Commissioners’ ability to assist the

Irish EMEA hub’s defence against any

challenges from other tax authorities on

the amount of tax assessable in Ireland

rather than overseas. Similar questions

of beneficial ownership of intellectual

property also arise.

Conclusion - Just Plain Irish Please?

Despite all the colloquially known

structures involving Ireland, Dutch,

Luxembourg or Swiss variants there

is no particular structure that suits any

one business.

It is increasingly clear that all major

economies will require extra cash to

finance their borrowings in the future.

Meanwhile, the continued acceptance

that profits and monies can be built up

in tax haven locations does not seem

likely to continue. Focusing on countries

such as Luxembourg, Switzerland, Malta

or Cyprus as locations in which to own

intellectual property rather than on the

countries where the intellectual property

is actually developed and sold, is likely to

invite increased scrutiny.

At its simplest, dismantling double Irish

structures into a one-tier plain Irish EMEA

trading company may give rise to a

robust structure that minimises

overseas challenges.

US Parent

US Parent

Irishco 1

CV Licence

BV

Irishco 2

Non-USIP

Non-USIP


The establishment of the Commercial Court in 2004, together with vigorous case management by judges, has made Ireland one of the swiftest, most effi cient venues for litigating large commercial disputes. In parallel, modernising legislation and sound judicial decisions enable Ireland to present itself as an attractive seat for international arbitrations.

Ireland has established itself as a destination of choice for international business. But wherever business goes, disputes follow. So how does Ireland fare as a venue to resolve disputes?

The Commercial Court

Commercial litigation in Ireland has been transformed in the last decade. In January 2004, following recommendations of the Company Law Reform Review Group and the Committee on Court Practice and Procedure, a change to the Court rules established a Commercial List in the High Court. A range of classes of dispute could now be admitted to the List, including all commercial claims over €1,000,000 and proceedings arising out of arbitration. The new rules made express provision for active case management by the judge, notably including the fi xing and enforcing of time limits.

The commitment to a new way of conducting litigation was demonstrated early on by the allocation to the commercial list of four dedicated,

full-time High Court judges, headed by the highly respected Mr. Justice Peter Kelly and supplemented by additional judges whenever the caseload requires it. The Commercial Court has been defi ned by the dynamic, no-nonsense character of Mr. Justice Peter Kelly, who takes case management powers seriously and is prepared to use them. He and the other commercial list judges set aggressively short deadlines for procedural steps, apply considerable pressure on parties to meet those deadlines, and apply costs penalties to those parties who fail to meet them.

As to the procedure itself, a targeted, issues-based approach to document discovery is favoured. Parties typically agree that the others’ documents can be admitted without formal proof, and witness statements need only contain a broad outline of the evidence intended to be given. At the end of a case, judges may, and do, use issues-based cost orders to penalise parties for taking poor points, irrespective of the overall outcome of the case.

Declan Black, Partner and Head of Litigation (left), and Marcus Birch, Senior Associate, Commercial Litigation (right), at Mason Hayes & Curran

Leaner and Fitter: Resolving Commercial Disputes in Ireland


The overall result has been an impressively swift rate of resolution of cases. Of the 1,585 cases admitted to the Commercial List up to the end of 2011, 50% were concluded in less than 12 weeks and 75% in less than 33 weeks. The majority of cases (62%) settle, but over 500 cases have gone to full hearing in that period. Cases are heard and judgments rendered promptly. The speed of commercial litigation in Dublin compares favourably with experience in the Commercial Court in London, where bringing a standard case to trial can typically take a year or 18 months.

Beyond the Commercial Court

More broadly, outside the confines of the Commercial Court, there are signs of a cultural shift in Irish litigation. On the one hand, a line of recent cases shows the courts becoming stricter in relation to delay on the part of litigants and more prepared to strike out claims that are not prosecuted with dispatch. On the other, judges are keener to engage in active case management and parties are open to agreeing procedural timelines ahead of time, even where neither is strictly required by court rules. This cultural shift can be attributed partly to the impact of the Commercial Court, and partly to other factors including Ireland’s responsibilities under the fair trial provisions of the European Convention of Human Rights.

Ireland’s Advantage

Ireland has other attractions for international corporates seeking efficient resolution of their commercial disputes. It is an established and stable common law jurisdiction, whose court procedures are transparent and will feel familiar to those with experience of UK or US litigation. There are several large commercial law firms experienced in complex, high-value commercial disputes, and court advocacy work is referred to barristers with specialist expertise.

For multinationals established here, it is a natural and convenient choice to litigate in the home forum. Companies not located in Ireland but faced with an English or US-based adversary may prefer to bring their disputes to a neutral venue. Finally, as compared with the closest equivalent venue, London, costs of litigating in Dublin are typically lower and rates are denominated in Euro.

For all these reasons, companies devising litigation risk strategies, and in-house counsel drafting dispute resolution clauses, are increasingly considering Dublin as an option.

International Arbitration

In parallel to its development as a forum for litigation, Ireland is marking itself out as a seat of choice for international arbitrations. The Arbitration Act 2010 updated Irish arbitration legislation, adopting the UNCITRAL Model Law wholesale in respect of both domestic and international arbitrations. All court applications under the arbitration legislation go before the specialist judges of the Commercial Court in Dublin. Irish court decisions both before and after the passing of the Act demonstrate a deep understanding of, and support for, arbitration, specifically with regard to the key principles of arbitrator autonomy and the finality and enforceability of foreign awards.

Summary

Eight years after its establishment, the Commercial Court is proving a model of efficient litigation and a catalyst for broader cultural change across the Irish court system. The Arbitration Act 2010 confirms and enhances Ireland’s pro-arbitration credentials. Together with an established, predictable common law system, and a moderate costs base, these developments should make Ireland a destination of choice for resolving international commercial disputes.


Appointments

Daragh O’Shea, Financial ServicesDaragh focuses on transactional banking and practises primarily in acquisition fi nance, property fi nance and general corporate fi nance transactions.

Claire Lord, CorporateClaire advises on corporate law, renewable energies and charities law, her expertise ranges from mergers and acquisitions to corporate governance matters.

Eoin Cassidy, ConstructionEoin advises on all aspects of construction law as well as energy, infrastructure projects and environmental law.

Elizabeth Ryan, EmploymentElizabeth advises employers on contentious employment disputes and provides non-contentious advice on all aspects of employment law.

Deborah McHugh, PensionsDeborah advises clients on all aspects of pensions law, including corporate mergers, acquisitions and restructures.

Niall Collins, EU & CompetitionNiall advises on Irish and EU competition law, including international mergers, IP/Competition interface issues and cross-border cartel investigations.

EnvironmentWe are delighted to announce that Mason Hayes & Curran has attained ISO 14001 certifi cation. To achieve this, several of the fi rm’s departments have worked together over the past year to establish an environmental management system based on our environmental policy. During this time, we have reduced our energy and water consumption and improved our rates of recycling for paper, cardboard, glass, electrical and electronic waste. We strive to continuously improve our environmental performance and have set specifi c, measurable targets so that we can work to minimize the environmental impact of our activities.

Pro Bono

Ireland’s Free Legal Aid Centre set up the Public Interest Law Alliance (“PILA”) to match charities which have a specifi c legal need but no resources with a suitable participating law fi rm. Mason Hayes & Curran is part of PILA’s pro bono referral scheme and is on PILA’s pro bono register. We have acted in a variety of matters, including the provision of legal education to public interest lawyers, IP advice to a support group for a minority and property advice to a local group redeveloping its facilities. The legal education, on topics as diverse as Freedom of Information, Judicial Review, Information Technology, Data Protection and social media liability, has benefi ted lawyers in community law centres in particular.

Corporate Social Responsibility

Pictured left to right: Daragh O’Shea; Claire Lord; Eoin Cassidy; Emer Gilvarry, Managing Partner; Elizabeth Ryan; Deborah McHugh, and Niall Collins

We are delighted to announce the appointment of the following Partners:

Community

We were delighted to sponsor CoderDojo at the BT Young Scientist Exhibition 2012 in Dublin. CoderDojo is a not-for-profi t organisation founded by James Whelton and Bill Liao that teaches children how to develop computer code and advance their creative problem-solving skills. As well as educating, the organisation aims to provide a social outlet for children with similar interests, where they can work on projects with their peers in an informal atmosphere. James Whelton also paid a visit to Mason Hayes & Curran in April 2012 to teach over 30 children about computer coding.


News & Events

Declan Murphy BL; Declan Black, Head of Litigation at Mason Hayes & Curran; Emer Gilvarry, Managing Partner at Mason Hayes & Curran and Maurice Phelan, Partner at Mason Hayes & Curran

Doing Business in Britain:Essential Tips for Irish Companies On 23 May, we hosted a seminar for companies planning to

expand into the British market in conjunction with the British Irish

Chamber of Commerce and UK Trade and Investment.

The seminar was an interactive session with a number of speakers

including Anthony Burke, Partner, Mason Hayes & Curran. The

speakers explored the opportunities and challenges of doing

business in Britain and provided an overview of the current

business landscape in Britain.

Future Proof: The Next Phase for the Irish Banking Sector The latest masterclass in our series for in-house counsel

took place on 17 April and focused on the Irish banking

sector and its adaptation to the new market conditions.

Guest speaker, Constantin Gurdgiev, shared his views on the

prospects for economic recovery and the role of Irish banks

in this recovery. Speakers from Mason Hayes & Curran

included William Carmody, Partner and Fionán Breathnach,

Partner and Head of Investment Funds. The session was

chaired by Christine O’Donovan, Partner and Head of

Financial Services, Mason Hayes & Curran.

Constantin Gurdgiev, Economist and Christine O’Donovan, Partner and Head of Financial Services at Mason Hayes & Curran

Anthony Burke, Partner at Mason Hayes & Curran; Dominick Chilcott, British Ambassador to Ireland and Richard Cliff, Partner at Fasken Martineau

Personal Insolvency Bill Briefi ng The new Insolvency Bill in Ireland represents a

radical overhaul and modernisation of personal

insolvency law and introduces a comprehensive

and tiered regime aimed at addressing personal

insolvency in new ways.

We hosted a special briefi ng on the Personal

Insolvency Bill on 19 July. Our speakers Declan

Murphy BL, Declan Black, Head of Litigation, Mason

Hayes & Curran and Maurice Phelan, Partner,

Mason Hayes & Curran explored how the Bill would

operate on a practical level if it becomes law.


International Women’s Day Lunch We were delighted to host a special lunch to

mark International Women’s Day 2012 on 8

March. Fifty guests from the business and

political world gathered at the lunch at which

they heard special guest, Mary O’Rourke,

speak about the achievements of Irish women

in business. The former TD and Minister for

Public Enterprise also shared insights from her

own longstanding political career with those

gathered at the lunch.

Mary O’Rourke, former Minister for Public Enterprise; Emer Gilvarry, Managing Partner at Mason Hayes & Curran and Mary Harney, former Tánaiste (Deputy Prime Minister) of Ireland

Breaking Up is Hard to Do:A Topical Look at Commercial Break Clauses The challenge of break clauses in commercial leases was

addressed at a seminar hosted by our Real Estate Team on

14 June. John Minihane, Partner, Mason Hayes & Curran,

explored ways to successfully negotiate lease break clauses

and avoid potential pitfalls. Attendees were also updated on

developments in recent UK case law, sample clauses and

other practical issues.Sally-Anne Sherry, Treasury Holdings and John Minihane, Partner at Mason Hayes & Curran

Sheila Nordon, Executive Director, ICTR and Niamh Callaghan, Partner at Mason Hayes & Curran

Statement ofGuiding Principlesfor Fundraising In conjunction with PwC and Irish Charities Tax

Research (ICTR), we hosted a seminar on 27 March

for an audience of charitable organisations. Sheila

Nordon, Executive Director, ICTR, discussed the

“7 Steps to Sign-Up” guide formulated by ICTR to

help charities engage with the Statement of Guiding

Principles for Fundraising. John Church, CEO,

Arthritis Ireland and Mark Murphy, CEO, Irish Kidney

Association, discussed practical considerations for

implementing the Principals, while Mason Hayes &

Curran Partner, Kevin Hoy, chaired the event.


Martin Kelleher, Partner at Mason Hayes & Curran and An TaoiseachMr Enda Kenny TD at the launch of StartupBootcamp

Mark Browne, Partner at Mason Hayes & Curran; Paul Richards, Co-Practice Leader, FINEX National, Willis Group and Paul Convery, Partner at Mason Hayes & Curran

Troubled Funds Litigation – International PerspectivesRefl ecting the signifi cant impact litigation has had on the funds industry in recent years, we held a briefi ng on 28 June to explore international perspectives on current key issues for troubled funds and the likely implications for the funds industry in Ireland. Our speakers focused on areas such as the emerging role of independent directors in disputes and litigation, liquidity issues and the key risk areas for funds from an international perspective. Speakers included Jordan Siev, Managing Partner, Reed Smith New York; Paul Richards, Co-Practice Leader, FINEX National, Willis Group; and Mason Hayes & Curran Partners, Paul Convery and Maurice Phelan. Mark Browne, Partner, Mason Hayes & Curran, chaired the seminar.

Corporate Governance at the British Ambassador’s Residence On 21 June, Paul Egan, Partner and Chairman of Mason Hayes & Curran’s Corporate Department addressed an audience of senior executives at the residence of the British Ambassador, Dominick Chilcott. Paul was joined by Satnam Tumani, Head of Bribery and Corruption, Serious Fraud Offi ce to discuss topical issues in relation to corporate governance. Paul discussed the imminent Criminal Law (Corruption) Bill and the new anti-corruption governance procedures the Bill will require of Irish companies while Satnam Tumani provided insight into the recent introduction of comparable law in

the UK.

Paul Appleby, Director of Corporate Enforcement; Satnam Tumani, Head of Bribery and Corruption; Serious Fraud Offi ce; Dominick Chilcott, British Ambassador to Ireland; Simon McKeever, Director of Trade and Investment at the British Embassy in Ireland and Paul Egan, Partner and Chairman of Mason Hayes & Curran’s Corporate Department

StartupBootcamp Dublin 2012 We were delighted to sponsor StartupBootcamp

Dublin 2012 and its showcase which took place

on 16 May. A three-month business startup

acceleration programme based in the heart of

Dublin’s digital hub, the programme runs quarterly

throughout the year for startups, entrepreneurs

and small businesses across Europe, helping them

to get ready for funding and launching to European

and global markets. By locating startup teams

to one of Startupbootcamp’s program offi ces in

Copenhagen, Amsterdam, Dublin, Madrid and

Berlin, the accelerator focuses on exposing and

connecting startups to an expanding community of

key mentors and advisors.

Political Truisms

“Why pay money to have your family tree traced; go into politics and your opponents will do it for you.” Author Unknown

“If we got one-tenth of what was promised to us in these acceptance speeches, there wouldn’t be any

inducement to go to heaven.” Will Rogers

“Those who are too smart to engage in politics are punished by being governed

by those who are dumber.” Plato

“Politicians are the same all over. They promise to build a bridge even where there is no river.”

Nikita Khrushchev

“We hang the petty thieves and appoint the great ones to public office.” Aesop

“A politician is a fellow who will lay down your life for his country.”Texas Guinan

“Instead of giving a politician the keys to the city, it might be better to change the locks.” Doug Larson

“When I was a boy I was told that anybody could become President; I’m beginning to believe it.”Clarence Darrow

“Politicians are people who, when they see light at the end of the tunnel, go out and buy some more tunnel” John Quinton

A selection of self-evident truths from the political arena

“The problem with political jokes is they get elected.” Henry Cate VII

To find out how we can help your business, please contact:

David O’DonnellPartner Head of Corporatet +353 1 614 5065e [email protected]

MHC.ie

Different Sectors, Different Needs,One Legal Solution.

Dublin, London & New York

We represented the shareholders of Terra Energy Limited on the reverse takeover of AIM listed company, Fastnet Oil & Gas plc (formerly known as Sterling Green Group plc), which included a STG£10m fundraising.

We advised the majority shareholders in PolarLake Limited on the sale of PolarLake Limited to Bloomberg LLP, the global business, financial information and news leader.

We represented Liberty Mutual Group on the acquisition of the general insurance business of Quinn Insurance Limited (in Administration).

We represented Schibsted Classified Media AS on the acquisition of a majority shareholding in Done Deal Limited.

We represented CarrierWeb on the sale of its European business to Transics International NV.

We represented Connolly’s Red Mills on the acquisition of Foran Chemicals Limited and its wholly owned subsidiary Foran Equine Products Limited.

We represented IFG on the acquisition of 70% of the issued share capital of A.R.B Underwriting Limited and its wholly owned subsidiary A.R. Brassington & Company Limited.

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mhc times issue 31 autumn 2012

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