Ireland: Corporate Governance

The Irish High Court has addressed a fundamental question about legal advice privilege in corporate law: can a company assert privilege against its own shareholders? This decision examines the controversial 'shareholder rule' and its compatibility with the principle of separate legal personality established in Salomon v Salomon, following the Privy Council's recent rejection of this rule in England and Wales.

On 30 July 2026, the Central Bank of Ireland (Central Bank) published a feedback statement (Feedback Statement) and supplemental guidance relating to prohibition notices under the Fitness and Probity regime (Supplemental Guidance).

The Central Bank of Ireland has commissioned an independent review of its enforcement activities, led by former Revenue Commissioners Chair Josephine Feehily, following judicial criticism of its processes and significant structural changes in the financial system. The review will examine the effectiveness, efficiency, and transparency of enforcement operations, with recommendations due by January 2027 that could reshape regulatory practice for years to come.

Walkers' Asset Management and Investment Funds team provides a comprehensive quarterly update on Irish legal and regulatory developments from April to June 2026, covering AIFMD II transposition, Central Bank guidance on liquidity management and board diversity, ESMA compliance findings, and the latest sustainable finance regulations including ESG ratings and SFDR 2.0 proposals.

The EU's new ESG Ratings Regulation creates significant compliance obligations for fund managers who use, reference, or communicate ESG ratings to investors. Understanding how to distinguish between internal ESG assessment tools and regulated ESG ratings, verify provider authorization status, and update investor-facing materials with required disclosures is now essential for AIFMs and UCITS management companies operating in the European market.

The Irish Government has published the Regulation of Artificial Intelligence Bill 2026, establishing a comprehensive framework for supervising and enforcing the EU AI Act in Ireland. This legislation creates the AI Office of Ireland as an independent statutory body to coordinate AI regulation, introduces a distributed oversight model involving multiple sectoral authorities, and provides detailed procedures for adjudication and administrative sanctions. The Bill addresses critical questions about how Ireland

The EU Listing Act introduces significant reforms to the Market Abuse Regulation, fundamentally changing how issuers assess disclosure obligations for protracted processes and delayed announcements. These changes, effective from June 2026, shift the analytical framework from intermediate step disclosure to final event triggers, while introducing a revised test for delaying disclosure that replaces the previous "not misleading" standard with an objective benchmark linked to prior public communications.

The long‑anticipated Irish implementing measures for Directive (EU) 2024/927 (known as “AIFMD II” or “UCITS VI”) have now been published, with the making of the implementing...

This May 2026 edition of Funds Focus examines critical regulatory developments affecting asset management and investment funds, including Ireland's implementation of AIFMD II legislation and the Central Bank of Ireland's latest guidance on board effectiveness and liquidity management tools. The update also covers significant enforcement actions and European regulatory harmonization efforts that will shape fund management practices in the coming months.