Corporate Governance, Compliance & Board Evaluations

We advise leading Irish and international private and listed companies, as well as state and regulatory bodies, on all corporate governance and compliance issues, from the straightforward to the most complex.

Our Corporate Governance Group consists of corporate lawyers with vast experience on compliance and regulation within the Capital Markets, Asset Management & Investment Funds and Banking and Insurance industries.

The Group offers clear and practical advice on Corporate Governance – including designing and implementing policies and formal procedures in accordance with applicable Corporate Governance rules, updating these to meet evolving “best practice” standards and reporting to stakeholders on the Company’s Corporate Governance compliance. 

The issues on which we advise include:

  • The Companies Acts, including recent changes and the proposed changes in the Companies Consolidation Bill
  • Directors’ responsibilities and duties
  • Directors’ service contracts and remuneration
  • Compliance issues relating to annual general meetings, company accounts, annual returns and reports, directors’ reports and disclosure issues
  • Company transactions and administration
  • Changes in share capital and share structures 
  • Compliance with the Listing Rules, Takeover Rules, Market Abuse Rules and Transparency Rules
  • Share dealing rules and restrictions
  • Regulatory investigations and enquiries
  • Engagement of auditors and advisers
  • Setting up business in Ireland and
  • Company secretarial issues.

Corporate Governance for Listed Companies

Companies with a primary equity listing on the Main Securities Market of the Irish Stock Exchange are obliged to comply with the Irish Corporate Governance Annex and the UK Corporate Governance Code or explain any non-compliance in their annual report to shareholders.

Our Corporate Governance team can assist with putting the appropriate structures and documents in place to meet the requirements of the Annex and the Code and to review and update these periodically. We will also keep you updated with developments and best practice in this field.

Our services include:

  • Evaluation of Boards, Directors, Chairman and Committees
  • Advising on AGM Notices and related documents
  • Advising on Corporate Governance Statements in annual reports and on company websites
  • Induction training for new Directors
  • Training to facilitate refreshing of skills & knowledge –  directors’ duties, company law, industry-specific regulation, general legal updates – e.g. Health & Safety, IP

A number of the requirements of the Annex and the Code relate to the implementation of appropriate formal Corporate Governance structures and documents. We can assist you with putting these in place, including:

  • Schedule of Matters Reserved for the Board
  • Written division of responsibilities between the Company Chairman and CEO
  • Terms of Reference for Board Committees
  • Letters of Appointment for Non-Executive Directors and Company Secretary
  • Letter of Appointment for Senior Independent Director
  • Written Remuneration Policy

We advise on a broad range of Corporate Governance and compliance matters, some of the clients we continually advise are:

  • Affilias
  • DCC
  • Eirgrid
  • Glanbia Co-Op
  • Smurfit Kappa

Revised Shareholders' Rights Directive: Changes introduced for Traded PLCs

New rules to encourage long-term shareholder engagement and increase transparency in traded companies.


Large Companies Preparing to Disclose Non-Financial and Diversity Information

Directors of certain large companies should be aware of new reporting obligations with regard to non-financial and diversity matters


The Lowdown - Mandatory Directors' Compliance Statements

2016 will see the introduction of mandatory director compliance statements for all PLCs and large private companies save unlimited companies. A “large private company” is one with gross assets exceeding €12.5m and turnover exceeding €25m for the year.


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Department 

  • William Fry are known for their "excellent international reach" which is highlighted by sources, who appreciate the firm's ability to "manage overseas law firms on the client's behalf," as well as providing "one point of contact." They're noted by one client for "understanding cross-border financing extremely well," whilst another commends the team for "being helpful and willing to engage on matters relating to US and UK companies and subsidiaries." The Corporate team have been described as "outstanding" with a "strong client base in insurance, pharmaceuticals and financial services." Chambers Global 2020
  • The Corporate team at William Fry is noted for its "pragmatic approach". Clients have noted they have "excellent turnaround times and they're very good at explaining issues in layman’s terms and a very pragmatic approach which worked well." Legal 500 2020
  • Clients appreciate the team's ability to explain complicated legal matters. "The lawyers were able to break down complex issues to help ensure that everyone involved fully understood," says one interviewee, who also highlights the lawyers' "clear, robust and commercially focused advice." Another satisfied client adds that "their main strengths are their knowledge of our business and their instant availability when we need it." Chambers Europe 2020
  • A client states "very professional firm with a good team in place. Their strength is their people and breadth of experience on various projects". Another client states: "responsive, comprehensive and thorough advice. William Fry are available with advice on tight deadlines when required". IFLR 1000 2019
  • A client lauds the group as being "one of the top firms in Dublin.They deliver a top service and deep resources". Sources appreciate the team's "knowledge and understanding of Irish law, thorough approach and flexibility in incorporating concepts of different jurisdictions into the work". Chambers Europe 2019
  • Interviewees indicate the firm's approach is "the perfect balance of knowledge and getting things done." Sources extol the range of the firm's practice: "They are a strong firm and deal with issues which we raise with them, across a wide spectrum of areas, in a straightforward way." Market observers also note that "William Fry is capable of handling issues for a large multinational and has lots of experience with everything." Chambers Global, 2018
  • Clients appreciate that the lawyers "made an effort to get to know us, were practical, commercial, strong in negotiations and could explain Irish law in a clear way to US buyers." "It has always been a pleasure to work with them", say clients. "The drafting is first class, they are good negotiators and their manner is conducive to getting the deal done." Chambers Global, 2017 
  • William Fry has a "proactive and resourceful team’ with "outstanding legal strategists" and "tremendous dealmakers". Legal 500, EMEA 2017
  • "All the people there are exceptional - whoever you work with can take you through the whole process and you will be in excellent hands. There is remarkable strength in depth throughout the team."  "Provides constructive and focused solutions. A strong firm that I'd happily work with again." Chambers Global, 2016
  • William Fry is "an exceptional firm". Legal 500 EMEA, 2016

Team

Bryan Bourke

  • Managing partner Bryan Bourke has a wealth of experience in public and private M&A deals, as well as joint ventures and corporate reorganisations. "He is very strategic," says one client, who also reports that Bourke "dissects the question and comes up with the right answer." Chambers Global 2020 
  • Managing partner Bryan Bourke is "admired by clients for his availability. Bourke is a well-known figure in the corporate and transactional market, advising asset managers and corporate finance advisers". Chambers Europe 2019
  • Managing partner Bryan Bourke "enjoys a strong reputation for assisting clients with the full range of corporate issues. He has a particular focus on major M&A transactions, fund-raising and corporate governance". Chambers Global 2018 
  • Bryan Bourke is highlighted by clients for his "experience, gravitas and judgement." Chambers Global 2017
  • Clients admire his "ability to tackle complex issues, including extremely difficult negotiations with other parties. He is an extremely strong character with a huge reputation." Chambers Global 2016

Shane O'Donnell

  • Shane is described by clients as "very smart" and "very practical," and they highlight his "ability to distil complex information into a few salient points." Chambers Global 2020
  • One client appreciates that "his legal advice is always pragmatic and takes our business needs into account." Chambers Europe 2019
  • Practice head Shane O’Donnell,  is "highly regarded in the market". Legal 500 2018
  • Interviewees say that Shane O'Donnell is "a pleasure to deal with, responsive, pragmatic and looks out for the interests of his clients." He is head of the firm's corporate department and receives strong market recognition for his activity on M&A and corporate finance. Chambers Global 2018
  • Shane is described as "a terrific business lawyer, with common sense second to none."  Chambers Global 2017
  • Practice head Shane O’Donnell descibed as a ‘tremendous dealmaker’. Legal 500 EMEA 2017
  • Amongst extensive praise from interviewees, one client states: "Shane embodies this firm's brilliance. He executes our objectives to the letter and he is able to anticipate our goals and boundaries very accurately, which frees us up to be more productive as an organisation." Chambers Global 2016 

Myra Garrett

  • Described by market sources as "fantastic," Myra Garrett maintains a strong reputation for her corporate and M&A practice, assisting companies from a range of sectors with transactions and boardroom advice. "Her style is collaborative and engaging, and her approach is firm and decisive," says an impressed client. Chambers Global 2020
  • “Myra Garrett is excellent. She is very good at understanding the client relationship and managing it." Chambers Europe 2020
  • Clients say: "She is excellent at translating our legal position into a commercial reality. She robustly defends the important positions and is a clever and adept negotiator." Garrett advised the Irish Times on its acquisition of Landmark Media Investments. Chambers Europe 2019 
  • Clients say that Myra Garrett is "excellent because she is very deadline-oriented and very customer-friendly." She is well respected among peers and clients for her experience of assisting with M&A transactions, IPOs and public takeovers. She has noted expertise in the technology sector. Chambers Global 2018
  • Myra has a particular focus on advising technology companies on fund-raisings, particularly IPOs and open offers. Sources describe her as "hugely competent." Chambers Global 2017 
  • Myra Garrett is a market-leading ECM lawyer, whose "experience is highly impressive". Clients describe Myra as "a very smart lawyer with good commercial focus."  Chambers Global, 2016

Stephen Keogh

  • Stephen has been ranked for his work in Corporate and M&A in Chambers Global 2020 and Chambers Europe 2020. He has also been ranked as 'Highly Regarded' in IFLR1000 2020
  • Stephen is a well-regarded practitioner whom sources describe as "very active in the market." He has experience of acquisitions involving the recruitment and healthcare sectors. Chambers Europe 2019 
  • Stephen Keogh is  "superb". Legal 500 2018
  • Clients say: "He is practical and constructive, explains things clearly and is a skilled negotiator." Chambers Global 2018
  • Clients say he is "top-class: a great guy who does a great job." Chambers Global 2017
  • "Stephen has been extremely helpful at all times - he responds quickly to queries and is generally available if needed”. IFLR 1000 2017 
  • "He has the highest integrity, and is bright, commercial, solution-focused and always gets results."  Chambers Global 2016

Alvin Price

  • Consultant Alvin Price is "well versed in advising international and domestic clients on all aspects of commercial law. He has significant expertise in Irish takeover law and remains active in domestic M&A transactions". Chambers Global 2018
  • Alvin Price is seen by clients as "an extraordinarily strategic individual." Chambers Global 2017

Mark Quealy

  • Mark regularly acts for companies on cross-border disposals to private equity funds. Clients value Mark's knowledge and experience, with one source reporting: "He is very knowledgeable in terms of the market and gives good guidance." Chambers Global 2020
  • Mark progresses in the rankings, with one client describing him as "very proactive and pragmatic," and another saying that "he is very focused on commercial outcomes." He has particular experience of transactions involving private equity and venture capital elements. Chambers Europe 2019
  • Mark Quealy is "well-prepared." Legal 500 2018
  • Clients appreciate that he is "very quick to determine what to do from a practical point of view to get the deal over the line quickly." He has played a key role on numerous recent acquisitions. Chambers Global 2018

Shane Kelleher

  • Shane has been ranked in Chambers FinTech 2020, one interviewee says: “Shane is up there as one of the experts in payment licences, e-money and in working with lots of FinTechs." 
  • Shane has been described by clients as "Diligent, responsive, efficient, knowledgeable and having good regulator relations." Another client adds that he "is an outstanding regulatory lawyer. He deals expertly with highly technical matters and is extremely responsive and pro-active. He is very highly respected by both our in-house legal team and the wider business." IFLR1000 2020
  • Clients describe Shane as "an outstanding regulatory lawyer. He deals expertly with highly technical matters and is extremely responsive and pro-active. He is very highly respected by both our in-house legal team and the wider business."... "He is highly responsive and knowledgeable with respect to the FinTech legal and regulatory space. He brings a forthright and challenging mind-set with a keen eye on the commercial aspects of each regulatory challenge."..."Diligent, responsive, efficient, knowledgeable and good regulator relations." IFLR 1000 2019
  • Clients appreciate his “extremely strong regulatory advice, which adopts a sensible risk based approach to issues. Huge attention to detail and depth of knowledge.” IFLR 1000 2018
     



     

     

Key Contacts

Myra Garrett Partner

Mark Talbot Partner

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