Corporate and M&A

Companies Act 2014

Following the recent consultation by the Department of Enterprise, Tourism and Employment on the disclosure of company directors’ and secretaries’ residential addresses, amendments to the Companies Act 2014 (and related legislation) are anticipated during 2026.

It is also expected that the remaining provisions of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 will be commenced this year, including amendments to the Companies Act which will require delivery to the CRO of Summary Approval Procedure declarations in prescribed form.

Limited Partnerships

During 2026, the Bill arising from the General Scheme of the Registration of Limited Partnerships and Business Names Bill (published in July 2024) is expected to be introduced, setting out reforms to the Limited Partnerships Act 1907.

See our briefing: Limited Partnerships: Proposals for reform published.

Our Finance section also highlights relevant updates as regards the Limited Partnerships Bill in the context of that sector.

Co‑operative Societies Bill

The Co-operatives Societies Bill, reforming the legal framework for co-operative societies, is expected to be published during 2026.

EU 28th Regime

The European Commission’s proposed 28th regime for company law, an optional legal framework that would allow companies to benefit from a single set of harmonised EU-wide rules, is expected to progress this year, with legislative proposals anticipated in Q1 2026.

Board Gender Balance

By 30 June 2026, in-scope EU listed companies must ensure that at least 40% of non‑executive director roles are held by the "under‑represented sex" and publish written, quantitative objectives to improve gender balance amongst executive directors, under the European Union (Gender Balance on Boards of Certain Companies) Regulations 2025. In-scope companies must report by 30 November each year (commencing in 2026) on board composition and measures taken to meet the targets and must publish this information on their websites and in their next corporate governance statement.

See our briefing: New board gender balance objectives for large EU listed companies.

Irish Corporate Governance Code

Companies applying the new Irish Corporate Governance Code for financial years beginning on or after 1 January 2025, are due to publish their first reports against the new Irish Code during 2026. Dual‑listed issuers continue to apply the UK Corporate Governance Code as required under the UK Listing Rules and as permitted under the Euronext Dublin Listing Rules.

UK Corporate Governance Code

The first annual reports against the revised 2024 UK Corporate Governance Code will be published in 2026 in respect of financial years beginning on or after 1 January 2025. For financial years commencing or after 1 January 2025, dual-listed issuers reporting against the revised UK Corporate Governance Code will not be required to consider the Irish Annex.

AGMs: 2026 Voting guidelines

Updated 2026 proxy voting guidelines have been published by ISS and Glass Lewis. Changes include a clarified definition of an “in‑person” meeting from ISS, and updated guidance on hybrid and virtual meetings from Glass Lewis, following the 2024 amendments to the Companies Act 2014.

By 30 June 2026, in-scope EU listed companies must ensure that at least 40% of non‑executive director roles are held by the "under‑represented sex" and publish written, quantitative objectives to improve gender balance amongst executive directors.

2026 will see further changes to the EU Prospectus Regulation regime arising from the EU Listing Act.

EU Market Abuse Regulation

Further amendments to the EU Market Abuse Regulation (MAR) under the EU Listing Act, will apply this year.

A revised, simplified insider list regime will be extended to all issuers through new Implementing Technical Standards to be adopted by the European Commission.

From 5 June 2026, changes to disclosure of inside information will apply:

Protracted processes: issuers will only be required to disclose inside information after the “final circumstances or final event” in a protracted process, provided confidentiality is maintained. The Commission will set out a non-exhaustive list of “final events” and timing for disclosure.
Delay condition: the current assessment as to whether delaying disclosure is likely to mislead the public will be replaced with a condition that the inside information is not in contrast with the latest public announcement by the issuer on the matter to which the inside information relates. Further guidance is anticipated in relation to when information is “in contrast”.

Our Finance section also highlights the relevant changes introduced to MAR by the Listing Act in the context of that sector.

EU Prospectus Regulation

2026 will see further changes to the EU Prospectus Regulation regime arising from the EU Listing Act:

The new EU Follow‑on Prospectus and EU Growth Issuance Prospectus regimes will apply from 5 March 2026, replacing the existing simplified secondary issuance and EU Growth prospectus frameworks.
From 5 June 2026, the threshold in Ireland for the “total consideration exemption” from the obligation to publish a prospectus will be set at EUR 12,000,000 with issuers availing of this exemption required to publish a prospectus summary.
Standardised prospectus format requirements will also apply from 5 June 2026.

Our Finance section also highlights the relevant changes introduced to the EU Prospectus Regulation by the Listing Act in the context of that sector.

Multiple Vote Share Structures Directive

The Multiple Vote Share Structures Directive (MVSD) also forms part of the EU Listing Act package and must be transposed into Irish law by 4 December 2026. The MVSD aims to establish a harmonised framework for multiple-vote share structures to facilitate SME listings by allowing founders or controlling shareholders to retain enhanced voting power while accessing public markets.

European Single Access Point

The European Single Access Point (ESAP), the EU’s central platform for public financial, non financial and sustainability related information on EU companies and financial products, will be operational by July 2027. Domestic legal changes to enable ESAP are advancing to align national law with the ESAP framework. The Irish Transparency Regulations have already been amended, and amendments to existing domestic transposing legislation across a range of directives are anticipated in early 2026, including the Accounting Directive, Shareholder Rights Directive and Takeovers Directive.

Our Finance section also highlights relevant updates as regards ESAP in the context of that sector.

Sustainability Reporting & ESG

Our ESG Section also highlights key sustainability reporting and ESG developments for 2026, including the amendments to CSRD and CSDDD under the Omnibus I Directive, ongoing simplification of the Taxonomy reporting framework and postponement of supply chain due diligence obligations under the EUDR.

Please contact a member of our Corporate and M&A Group or your usual Arthur Cox contact for more information.