Looking Ahead: Irish Developments
IMPACT OF GENERAL ELECTION ON KEY BILLS
With a general election likely to take place in the coming weeks and Dáil Éireann to be dissolved once an election date is confirmed, it is likely to be early Q1 2025 before we see further progress on some of the Bills that recently began their progress through the Houses of the Oireachtas.
However, the Companies Act (Corporate Governance, Enforcement and Regulatory Provisions) Bill which would place the so-called ‘interim fix’ for the execution of documents by a company under seal, previously available between August 2020 and December 2022 (during the COVID-19 pandemic), on a permanent footing, is due to complete all remaining stages in the Houses of the Oireachtas on 5 and 6 November 2024. For more information, read our insights here: Execution of Documents under Seal: Update and for more detail on the wider aspects of the Bill, read our Corporate Group’s insights here: Draft Legislation to Amend the Companies Act 2014 Published.
Bills such as the Finance Bill and the Planning and Development Bill were also pre-election priorities, but other Bills that are relevant to our finance clients are likely to be picked up again in Q1 2025, such as:
- The Finance (Provision of Access to Cash Infrastructure) Bill. This was a key deliverable arising from recommendations made in the November 2022 Retail Banking Review Report, with questions on cash access and cash acceptance also forming part of the Department of Finance’s National Payments Strategy: Public Consultation in December 2023 (read our insights on that consultation here: National Payments Strategy: Department of Finance consults on its plans) and its recently published National Payments Strategy (read our insights on that strategy here: National Payments Strategy: Notable Actions / Recommendations. For more information on the Access to Cash Bill, read our insights here: Access to Cash Bill published.
- The Financial Services and Pensions Ombudsman (Amendment) Bill has not yet progressed to Dáil Committee Stage. It remains to be seen whether an amendment will be introduced to this Bill to address the credit servicing-related issue that arose earlier this year. The Ombudsman had signalled his understanding that his remit doesn’t extend to dealing with complaints regarding how a regulated credit servicing firm dealt with a customer’s standard financial statement under the Central Bank’s Code of Conduct on Mortgage Arrears between 2015 and 2019.
- The Residential Tenancies (Amendment) (No. 3) Bill 2024 which would be relevant where tenancies of more than 6 months are to be terminated on a sale of a residential property, and not where a residential property will be sold with tenants in situ. This Bill is being monitored by purchasers of buy-to-let (BTL) properties, and their funders.
EU ESAP (EUROPEAN SINGLE ACCESSS POINT) REGULATION
The Department of Finance’s consultation on national discretions under the ESAP (European Single Access Point) Regulation closes for feedback on 1 November 2024.
The ESAP will be a ‘single point of access’ platform for public financial, non-financial and sustainability-related information about EU companies and financial products. In-scope information is information that is already being made public under a range of EU directives and regulations – no additional reporting requirements will be imposed on EU companies.
ESMA will run the ESAP, and information will be supplied to it via ‘collection bodies’ (i.e. the competent authorities to which in-scope information is already provided under in-scope directives and regulations).
From 2030, companies will also be able to supply (to ESAP on a voluntary basis) information beyond that which will already be collected and provided under in-scope EU directives and regulations. The Department of Finance’s consultation relates to whether the Central Bank of Ireland should be designated as the sole collection body for that additional voluntary information from 2030 onwards.
The consultation also seeks views on whether collection bodies should be allowed to require that the information submitted by companies be accompanied by a ‘qualified electronic seal’ (to give greater assurance as to the origin and integrity of the information). It would then be up to each collection body as to whether or not to require that information to be accompanied by a qualified electronic seal.
The Department of Finance has also confirmed the collection bodies for information under in-scope EU directives and regulations where reporting is already required (see Annex 1 to the Consultation Paper).
For more information on the ESAP, read our insights below:
EURONEXT DUBLIN CONSULTATION ON CHANGES TO REGULATED MARKET RULES
Euronext Dublin’s consultation on proposed changes to its Regulated Market Rules closes on 1 November 2024.
For more information, see:
- Harmonised Rule Book I (blackline for consultation)
- Dublin Listing Rules Book II (blackline for consultation)
From a finance perspective, the proposed changes are relatively limited. Most of the proposed changes impact equity securities and are set out in more detail here: Euronext Dublin Announcement
FUNDS SECTOR 2030/SECTION 110 COMPANIES
The Funds Sector 2030 Final Report, arising from the Funds Sector 2030 consultation, continues to be reviewed following its publication on 22 October 2024.
The Report does not recommend any substantive changes to the Irish Section 110 framework. From an AML / CFT perspective, the Report recommends that the Department of Finance and Central Bank carry out more work to see what additional measures could be introduced to mitigate any AML / CFT risk. The Report also recommends that legislation be introduced to require the Revenue Commissioners to publish a list of all SPVs that avail of the Section 110 framework, and that consideration be given to requiring all Section 110 SPVs to have a legal entity identifier (LEI).
GUIDELINES ON FUNDS NAMES USING ESG OR SUSTAINABILITY-RELATED TERMS
ESMA’s Guidelines on funds’ names using ESG or sustainability-related terms will apply on 21 November 2024.
The Central Bank has published a Notice of Intention regarding the application of the Guidelines, confirming that it expects full compliance with the Guidelines from 21 November 2024.
The Central Bank also confirmed that it will, in due course, consult on the incorporation of a provision in the Central Bank UCITS Regulations and AIF Rulebook that all UCITS management companies, UCITS which have not designated a UCITS management company, Alternative Investment Fund Managers, internally managed AIFs, EuVECA managers, EuSEF managers, ELTIF managers and MMF managers adhere to the Guidelines.
For more information, read the latest insights from our Asset Management and Investment Funds Group here: Central Bank issues updated process clarification for changes to UCITS and AIFs resulting from ESMA’s fund names guidelines
MARKETING AND ADVERTISING TO MIFID RETAIL CLIENTS
Irish-authorised MiFID investment firms, credit institutions and fund management companies that provide MiFID II services to retail clients should be working on next steps following the Central Bank’s Dear CEO Letter - Common Supervisory Action on the MiFID II Marketing Communications Requirements of 10 October 2024. Our briefing sets out the steps that must be taken by in-scope firms before 31 January 2025: MiFID II Marketing and Advertising Framework: Central Bank ‘Dear CEO’ Letter and Next Steps.