Corporate and M&A

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 was signed into law on 12 November 2024 with the majority of provisions commenced with effect from 3 December 2024. The Act amends the Companies Act 2014 including provisions allowing for: the execution of instruments under seal on separate counterparts; the ability to conduct general meetings in fully virtual or in hybrid format; domestic mergers to take place between two (or more) DACs; and domestic mergers by absorption involving multiple subsidiaries merging into their parent to take place in one transaction. The amendments also include additional powers for the Corporate Enforcement Authority and new grounds for involuntary strike-off, including failure to comply with beneficial ownership filing requirements.

It is anticipated that the remaining provisions of the Act will be commenced during 2025, including provisions providing for the delivery of certain shareholder resolutions and Summary Approval Procedure declarations to the CRO in the prescribed form.

For more information, read our insights: Companies Act Amendments - Arthur Cox LLP and Execution of Documents under Seal: 'Interim fix' to be reinstated on a permanent basis from 3 December 2024 - Arthur Cox LLP

Transposition of the EU Gender Balance on Boards Directive

The EU Gender Balance on Boards Directive was required to be transposed into Irish law by 28 December 2024 and requires 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. At the time of this briefing, the Department of Children, Equality, Disability, Integration & Youth has not yet published the transposing regulations.

Irish Corporate Governance Code

The new Irish Corporate Governance Code applies to financial years commencing on or after 1 January 2025 for Irish incorporated companies with an equity listing on Euronext Dublin under the Euronext Dublin Listing Rules. Where a company is dual listed in both Ireland and the UK, it has the option to either apply the Irish Code or the UK Code (see below).

For more information, read our insights: Introduction of Irish Corporate Governance Code - Arthur Cox LLP.

Revised UK Corporate Governance Code

The revised UK Corporate Governance Code applies to financial years beginning on or after 1 January 2025 (reporting 2026), save for Provision 29.

For more information, read our insights: Revised UK Corporate Governance Code Published - Arthur Cox LLP.

Euronext Dublin Listing Rules

Following consulting in November, the revised Euronext Dublin Listing Rules came into effect from 1 January 2025. The revised rules result in significantly reduced continuing obligations for equity issuers, with several previously mandatory obligations removed, including rules regarding significant transactions (including class tests), related-party transactions and share buybacks. The rules previously governing reverse takeovers have been replaced with new rules on “reverse listings”.

For more information, read our insights: Euronext Dublin Publishes Revised Listing Rules - Arthur Cox LLP

Dematerialisation of Equity Securities

From 1 January 2025, issuers within scope of the dematerialisation regulations, which amended the Companies Act 2014, will be required to dematerialise all shares on the register, both new issues and existing shares. In practice this means that share certificates will no longer be issued or valid as evidence of title and entries on the register of members will be replaced by a book-entry record and instead, title will be evidenced by a statement of holdings from the registrar.

Market Abuse

The EU Listing Act Package, which entered force on 4 December 2024 makes a number of changes to EU Securities Laws, including the EU Prospectus Regime and the EU Market Abuse Regulation (EU MAR) in particular. Changes to EU MAR which took immediate effect included changes to the announcement requirements for share buybacks availing of the safe harbour and the threshold for reporting PDMR transactions and a new exemption; expansion of the market soundings regime providing for a safe harbour. Changes to the insider list format will take effect from 5 September 2025. ESMA has been tasked with preparing technical standards for an “alleviated” format of insider lists with the intention to simplify the content requirements for insider lists. We do not expect this to result in material changes to the format of insider lists, but for example, the requirements to record personal addresses, personal phone numbers and dates of birth may be under review.

European Single Access Point

The European Single Access Point (ESAP) - the upcoming ‘single point of access’ platform for public financial, non-financial and sustainability-related information about EU companies and financial products - will become operational in July 2027.

Member States have until 10 July 2025 to transpose the related changes to the EU Transparency Directive.

In light of the 10 January 2026 deadline for transposing the related changes to the Accounting Directive, Audit Directive and Shareholder Rights Directive, amongst others, work on those changes will also be a focus area during 2025. The Department of Finance’s consultation on national discretions under the ESAP Regulation closed for feedback on 1 November 2024, and we expect to see the related feedback statement in H1 2025.

For more information, read our insights: ESAP Regulation published in Official Journal; timing confirmed - Arthur Cox LLP and ESAP: Platform for public information on companies and financial products to go live in 2027 - Arthur Cox LLP

Visit our ESG section for updates on the Corporate Sustainability Reporting Directive, the Corporate Sustainability Due Diligence Directive and other key developments

Visit our Competition and Regulated Markets section for an update on the Screening of Third Country Transactions Act 2023

Visit our Energy section for an update on the Carbon Border Adjustment Mechanism