IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
7.4 Transaction Documents The Takeover Panel requires the following infor - mation to be made available unless it has con - firmed otherwise: • Offer documents and any revisions, along with target company board communications regarding the offer. • Reports, letters, valuations or documents ref - erenced in materials from the bidder or target company, excluding director service contracts and non-offer-related material contracts. • Material contracts by the bidder related to the offer, including irrevocable commitments and financing arrangements, with possible redac - tions approved by the Takeover Panel. • Asset valuation documents, if applicable, including valuation certificates, reports or schedules, and valuer consent for publication. Under the 2014 Act, a director has certain fidu - ciary duties in relation to the company and its shareholders. These include: • Acting in good faith in what he or she consid - ers to be the interests of the company. • Acting honestly and responsibly in relation to the conduct of the affairs of the company. • Acting in accordance with the company’s constitution and exercising his or her powers only for the purposes allowed by law. • Not using the company’s property, informa - tion or opportunities for his or her own or any - one else’s benefit unless: (a) this is expressly permitted by the com - pany’s constitution; or (b) the use has been approved by a resolu - tion of the company in general meeting. 8. Duties of Directors 8.1 Principal Directors’ Duties
• Not agreeing to restrict his or her power to exercise an independent judgement unless: (a) this is expressly permitted by the com - pany’s constitution; (b) he or she, having determined that he or she considers in good faith that it is in the interests of the company for a transac - tion or engagement to be entered into and carried into effect, restricts his or her power to exercise an independent judge - ment in the future by agreeing to act in a particular way to achieve this; or (c) his or her agreeing to such has been ap - proved by a resolution of the company in general meeting. • Avoiding any conflict between the his or her duties to the company and his or her other (including personal) interests unless the director is released from his or her duty to the company in relation to the matter concerned, whether in accordance with provisions of the company’s constitution in that behalf or by a resolution of it in general meeting. • Exercising the care, skill and diligence which would be exercised in the same circumstanc - es by a reasonable person having both: (a) the knowledge and experience that may reasonably be expected of a person in the same position as the director; and (b) the knowledge and experience which the director has. • Having regard to the interests of its members. In addition to the above, directors of Irish com - panies have several other duties under the 2014 Act including a duty to ensure that the company complies with the 2014 Act, to have regard to the interests of the company’s employees in general and to consider the interests of creditors where the company faces insolvency.
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