The Continuing Relevance of English Law to Irish Corporate Law Reform
English Law remains relevant in Irish corporate law reform, impacting areas like takeover regulation, deferred prosecution agreements, schemes of arrangement, and the comply or explain approach. The influence of English law is seen where there is no EU law dimension or when EU legislation allows member states discretion. This influence extends to various aspects of Irish law and beyond the EU's reach, reflecting the ongoing importance of English legal principles in shaping Irish corporate governance.
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The Continuing Relevance of English Law to Irish Corporate Law Reform Professor Blanaid Clarke McCann FitzGerald Chair of Corporate Law Trinity College Dublin Brexit and Law Reform in Ireland Irish Law Reform Commission Annual Conference 14 November 2018
UK AS NORM-SETTER OR INFLUENCER Takeover Regulation Deferred Prosecution Agreements Schemes of Arrangement Senior Managers Regime International Fund and Asset Management ISDA Documentation Corporate Governance Codes and the Comply or Explain Approach Stewardship Codes Say on Pay
English Law will continue to be relevant to: 1. Irish Law - where there is no EU law dimension 2. EU Law Reform 3. Irish Law - where EU legislation allows Member States a discretion in implementing Directives
1. TAKEOVER REGULATION Influence of City Code on Takeovers Irish Takeover Panel Act, 1997 and Takeover Rules Impact on Irish Law and other national law no EU dimension Takeover Bids Directive 2004/25/EC Impact on EU Law Reform EC (Takeover Bids (Directive 2004/25/EC) Regulations 2006 Impact on Irish Law where Member State Discretion
2. DEFERRED PROSECUTION AGREEMENTS Influence of UK model of court reviewed DPA (Crime and Courts Act, 2013) Report: Regulatory Powers and Corporate Offences, chpt 5 (2018) Impact on Irish Law and other national law no EU dimension Singapore 2018 France 2016 Canada 2018 Australia consulting
3. SCHEMES OF ARRANGEMENT Influence of Companies Act, 1985, s.425 [Part 26, 2006 Act] Companies Act 1963, s.201 [s450-453,2014 Act] Impact on Irish Law and other national law no EU dimension Discussions on a Cross Border Scheme in EU Companies Legislation and a proposed Directive on preventive restructuring frameworks Impact on EU Law Reform
4. COMPLY OR EXPLAIN Influence of the Comply or Explain approach to soft law introduced in Cadbury Code (1992) Irish Stock Exchange Listing Rules with Irish Annex Impact on Irish Law and other national law no EU dimension EU Statutory Audit Directive 2006/46/EC and the Shareholders Rights Directive 2017/828 Impact on EU Law Reform
Why has English Law been so Influential? Law Matters (La Porta et al, 1998,2006) Convergence(Hansmann and Hraakman, 2000) EU Harmonisation UK Experience UK Innovation UK is a Centre for Commercial Litigation - perception of English law as stable, certain, predictable and sophisticated UK Influence at the EU Legislative Table UK Influence through advisory groups, academia etc.
What might Change Post Brexit? Greater or lesser EU harmonisation? UK Innovation might decline UK might be challenged in its role as the leading Centre for Commercial Litigation UK will have no place at the EU Legislative Table UK will still have Influence through advisory groups, academia etc.
