IRELAND Law and Practice Contributed by: Enda Garvey, Brian McCloskey and Robert Maloney Derham, Matheson LLP
The threshold to enforce these rights, whether tag or drag, will usually depend on the equity structure of the company in question. 10.3 IPO In recent years, Irish companies have generally avoid - ed going to market via IPO, with many existing share - holders instead preferring to exit via M&A. However, a number of Irish companies have nonetheless chosen to go public in the USA via “de-SPAC” transactions, whereby an existing listed “blank cheque” company merges with the Irish target and the Irish target gains a US listing (SPAC listings have generally not been pos - sible in Ireland and the UK, owing to local listing rules). In the case of de-SPAC transactions, it is common that the large shareholders (including private equity sellers) will be required to enter into lock-up agree - ments in advance of completion and listing. The terms of lock-up agreements may vary, but most prevent the locked-up parties from selling their shares for a peri - od of 180 days after completion and listing. In more recent transactions, there has been a move towards stepped lock-ups, which permit the sale of shares in tranches at predetermined intervals. Relationship agreements that include board appoint - ment and information rights are, in principle, permissi - ble under Irish law (subject always to a review against applicable company, securities and takeover laws). These rights may be set out in the issuer’s articles of association or in a standalone agreement.
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