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Issue 31 Autumn 2012

Ireland Inc.

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

Ireland Inc.

Tax Sandwich

Leaner & Fitter

The Future for FDI

Made in Ireland

Commercial Disputes in Ireland

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Page 5

Page 7


Managing Partner’s Diary Emer Gilvarry

01

Ireland Inc. - The Future for FDI An Interview with Barry O’Leary, CEO, IDA Ireland

02

Tax Sandwich Made in Ireland

05

Leaner & Fitter Resolving Commercial Disputes in Ireland

07

Appointments

09

Corporate Social Responsibility

09

News & Events

Contents Editor’s Note

10 - 12

Political 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 find 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 beneficial 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 Partner at Mason Hayes & Curran

For more information, please contact agilvarry@MHC.ie

MHC.ie

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Managing Partner’s Diary Emer Gilvarry, Managing Partner at Mason Hayes & Curran

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 fitting 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 confident of continued growth. The figures speak for themselves in terms of international confidence 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 financial services, which includes banking, investment funds,

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asset financing 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 finance team works closely with local and international finance 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 confident that we will see continued growth in the financial 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


Ireland Inc. - The Future for FDI An 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

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 first 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 significant 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

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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, flexible 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.


Who’s in Ireland?

Image courtesy of IDA 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

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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


Investors in Ireland

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.

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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 dmoylan@mhc.ie or +353 1 614 5028.


Tax Sandwich: Made in Ireland John Gulliver, Head of Tax, at Mason Hayes & Curran

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 Tax Rate and Access to Ireland’s Treaty Network Companies conducting trading activities in Ireland are liable to corporation tax at 12.5% on trading profits. Typically, such companies enjoy the benefits 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 profits earned by the Irish hub. In certain instances, where foreign tax authorities have sought to challenge the measure of profits 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.

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Whilst the Irish tax system now contains a transfer pricing system that enables multinationals to demonstrate that arm’s length profits 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 outflows 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 financial services or social networking hubs which hold or process EU consumer data.


Tax Structures in Ireland Double Irish Sandwich The 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.

US Parent Irishco 1

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.

Irishco 2 Non-US IP

US Parent

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.

CV

Licence

BV Non-US IP 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.

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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.


Leaner and Fitter: Resolving Commercial Disputes in Ireland Declan Black, Partner and Head of Litigation (left), and Marcus Birch, Senior Associate, Commercial Litigation (right), at Mason Hayes & Curran

The establishment of the Commercial Court in 2004, together with vigorous case management by judges, has made Ireland one of the swiftest, most efficient 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 fixing 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,

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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 defined 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.


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

International Arbitration

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.

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.

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.

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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

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: Daragh O’Shea, Financial Services Daragh focuses on transactional banking and practises primarily in acquisition finance, property finance and general corporate finance transactions.

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

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

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

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

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

Corporate Social Responsibility Environment We are delighted to announce that Mason Hayes & Curran has attained ISO 14001 certification. To achieve this, several of the firm’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 specific, measurable targets so that we can work to minimize the environmental impact of our activities.

Community We were delighted to sponsor CoderDojo at the BT Young Scientist Exhibition 2012 in Dublin. CoderDojo is a not-for-profit 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.

Pro Bono Ireland’s Free Legal Aid Centre set up the Public Interest Law Alliance (“PILA”) to match charities which have a specific legal need but no resources with a suitable participating law firm. 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 benefited lawyers in community law centres in particular. MASON HAYES & CURRAN • Page 9


News & Events 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.

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

Personal Insolvency Bill Briefing 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.

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

We hosted a special briefing 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.

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

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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

Statement of Guiding Principles for Fundraising

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

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.

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

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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 offices in Copenhagen, Amsterdam, Dublin, Madrid and Berlin, the accelerator focuses on exposing and connecting startups to an expanding community of key mentors and advisors.

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

Corporate Governance at the British Ambassador’s Residence

Paul Appleby, Director of Corporate Enforcement; Satnam Tumani, Head of Bribery and Corruption; Serious Fraud Office; 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

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 Office 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.

Troubled Funds Litigation – International Perspectives Reflecting the significant impact litigation has had on the funds industry in recent years, we held a briefing 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.

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

MASON HAYES & CURRAN • Page 12


Political Truisms A selection of self-evident truths from the political arena

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

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

Henry Cate VII

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

“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

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

“Those who are too smart to engage in politics are punished by being governed by those who are dumber.” Plato

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

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

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


Different Sectors, Different Needs, One Legal Solution. 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. To find out how we can help your business, please contact:

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

David O’Donnell Partner Head of Corporate t +353 1 614 5065 e dodonnell@mhc.ie

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.

MHC.ie

Dublin, London & New York

MHC Times Autumn 2012 Issue 31  

MHC Times Autumn 2012 Issue 31

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