mhc times issue 38, spring 2016

III

Where Now for NAMA?Page 6

IDA Ireland InterviewPage 2

The ‘Tech’ in FinTechPage 4

Issue 38Spring 2016

Future-proofOutlook for Ireland

Contents

DublinSouth Bank House Barrow Street Dublin 4 Ireland

t +353 1 614 5000

e [email protected]

London1 Cornhill London EC3V 9EA United Kingdom

t +44 20 3178 3366

e [email protected]

New York1450 Broadway 39th Floor, New York NY 10018 USA

t +1 646 862 2028

e [email protected]

MHC.ie

Managing Partner’s Diary Declan Black 01A Winning Strategy: IDA Ireland Interview Martin Shanahan, CEO, IDA Ireland 02The ‘Tech’ in Fintech Philip Nolan & Mark Adair 04Where Now for NAMA? Kevin Hoy 06A Record Year for Mergers and Acquisitions Justin McKenna & Ciaran Healy 07Sponsorship News 08Appointments 09News & Events 10 - 12

Editor’s Note

For more information, please contact [email protected]

Welcome to the 38th issue of MHC Times. In this issue, we look at what the future holds for Ireland. In our featured interview, Chairperson Emer Gilvarry chats with Martin Shanahan, CEO of IDA Ireland. Martin shares his views on what Ireland has to offer for Foreign Direct Investment and also discusses the IDA’s vision for the next five years. In other articles our lawyers look at what’s going on in key sectors. Philip Nolan and Mark Adair of our Technology team explain the growth of FinTech and its impact on Irish and UK markets. Kevin Hoy, Head of Real Estate, discusses where the next five years might take the National Asset Management

Agency. Justin McKenna and Ciaran Healy of our Corporate team examine Irish involvement in global 2015 M&A activity and the outlook for 2016. We share details of some of our CSR activity and the launch of our Cyber Security app which is unique to the European market. We also highlight our recent appointments and a selection of our latest news and events. As always, we finish the issue with some Bon Mots.

Ailbhe Gilvarry is a Partner at Mason Hayes & Curran

MASON HAYES & CURRAN • Page 1

“Success, however hard won, is by definition fleeting.” So runs the introduction to Ireland’s new strategic plan for attracting foreign direct investment which is called simply, “Winning: Foreign Direct Investment 2015-2019”. It is a good sentiment for Ireland to bear in mind as we reflect on the economic performance of 2015 and face a general election early in 2016.Ireland’s economic performance in 2015 was quite extraordinary. GDP growth was 7% in a sluggish world. Unemployment dropped to 8.8% from a peak of over 15%. Government debt as a percentage of GDP dropped to 97% from a peak of 120%. Tax revenue increased by €4.3billion year-on-year, some €3.3 billion ahead of profile, and the Exchequer was broadly balanced. The turnaround from the financial crisis is remarkable. This comparative success has indeed been hard-won and the policies of austerity have come at a high personal cost for many Irish citizens. There are those who lost their jobs at the outset of the financial crisis, those who were, and frequently remain, beset by debt and those who suffered the effects of significant cutbacks in public services, particularly in healthcare. As the State increases its spending to rebuild public services, the fleeting nature of success should remain at the forefront of the minds of politicians or Ireland risks wasting what has been so hard-earned.

As January’s world equity market showed, there are plenty of risks about, and as a small open economy, Ireland is very susceptible to negative international economic trends. Brexit, strains on the EU caused by migration

and the slow-down in China, are among the multiple external threats which may make Ireland’s success indeed fleeting.

Such external and, from Ireland’s perspective, uncontrollable factors can often be used as excuses for not focusing on what we can control. What Ireland can control includes our competitiveness, our relative freedom from corruption, respect for the rule of law, intelligent and proportionate regulation, investment in education and the delivery of a fair distribution of the benefits of economic recovery throughout society. The adoption of responsible and effective policies in these areas is my hope for whomever forms the next Government of Ireland in 2016.

The quote from the strategic plan is also fitting for us in 2016. In 2015 we again enjoyed record growth, with a 20% increase in revenue and the addition of 75 net new staff to take our personnel numbers over 420. While we capitalised on the benign economic conditions, we remained entirely focused on what we could control, namely consistently delivering excellent client service.

That service was exemplified in some landmark transactions and disputes, including representing Activision Blizzard on its US$5.9 billion offer for King Digital Entertainment and representing Dragon Oil on the Stg£3.7 billion cash offer by Emirates National Oil Company. On the contentious side of the practice, we acted for Teva Pharmaceuticals in proceedings seeking the revocation of a blocking patent for the blockbuster drug, Spiriva, and also

represented American investors against the Democratic Republic of Congo and Congo Airways on the enforcement of a multi-million US dollar international arbitral award. Because we know that success can be fleeting, our commitment to clients for 2016 is simply to intensify our focus on being consistently excellent, relevant, quick and clear in whatever service we provide. Whatever the external environment, that’s what we can do. Lastly, at the commencement of a new year, I have to thank two groups: first our clients for choosing us, and secondly, our partners and staff for looking after our clients expertly so that we might continue to prosper alongside them.

Regards

Declan Black, Managing Partner at Mason Hayes & Curran

Managing Partner’s Diary


Martin Shanahan was appointed as the Chief Executive of IDA Ireland, Ireland’s inward investment promotion agency, in June 2014. The IDA’s main objective is to encourage investment into Ireland by foreign-owned companies.

Emer Gilvarry (EG): Ireland has experienced significant positive growth in the area of Foreign Direct Investment FDI in recent years. What are the main factors for multination al businesses to invest in Ireland? Martin Shanahan (MS): There are a range of factors, but I would start with the ability to source talent as a key driver in Ireland’s success, which, combined with Ireland’s long track record of attracting global companies makes a compelling case for FDI. This is underpinned by our strong and stable tax offering, which rests on a central pillar of a 12.5% tax rate.

These three factors are supplemented by the ease of doing business here in Ireland, our education system and our access to European markets. The proof that these factors continue to resonate with investors can be seen in Ireland’s recent inward investment statistics.

IDA Ireland client companies have the highest level of employment in the agency’s 67 year history at present, with total employment at overseas companies now standing at 187,056 people.

IDA client companies created almost 19,000 jobs in 2015 across a range of sectors. Net jobs had a year-on-year rise of 66%.

EG: How will the recent development of Ireland’s knowledge development box (KDB) help increase investment into Ireland? Is it enough to compete with other countries?

MS: This new enhancement to Ireland’s tax offering will encourage innovation and research into Ireland. A strong vibrant enterprise sector, including a large foreign direct investment segment, is vital to our continued economic well-being. The KDB will see a lower tax rate applied to profits from intellectual property that is generated as a result of research and development undertaken in Ireland.

This is the first Knowledge or Patent Box in the world that is compliant with the detail of the OECD Base Erosion, Profit Shifting (BEPS) initiative. This allows companies to make long-term plans for their activities in Ireland.

The rate of 6.25% that was announced is competitive – I believe it will help in attracting new R&D to Ireland.

In addition to IDA Ireland’s direct R&D support, the KDB adds a further dimension to our best-in-class corporation tax offering, which includes the 12.5% headline rate, the R&D tax credit and the intangible asset regime.

As we speak, large companies are making plans for where they will locate key parts of their business in a “post-BEPS” world – it is vital that we keep Ireland at the front of their mind. As a country, we need to ensure our continued competitiveness across all factors impacting on investment and not take that flow of investment for granted. Investors continue to choose Ireland - and the IDA’s pipeline remains strong.

EG: What assistance does IDA Ireland provide once the decision to locate in Ireland has been made? MS: What we call “aftercare” is absolutely vital to IDA activity. We place a lot of emphasis on helping companies to develop and transform in Ireland in the years after they put down their first roots. IDA Ireland supports clients and potential clients and provides certainty around all aspects of operating a business in Ireland. This is achieved through the provision of support and information, including tailored site visits. We partner with companies helping them to develop the business case for investment in Ireland. We also work hand-in-hand with companies to identify property and office solutions, particularly in regional locations.

For companies that make the decision to invest, IDA Ireland can provide financial support in the form

A Winning StrategyAn interview with Martin Shanahan, CEO, IDA Ireland

Emer Gilvarry, Chairperson, Mason Hayes & Curran

Martin Shanahan, CEO, IDA Ireland


of employment, capital, R&D and environmental or training grants within EU state aid rules. Once a company invests in Ireland they are provided with a range of supports from IDA Ireland on an on-going basis. These include acting as a key contact for networking opportunities and connections with public bodies, Irish firms and multinational companies.

We essentially join them on their journey as their Irish operation changes and evolves over time and many of our client companies have been in Ireland for several decades. With approximately 70% of FDI investments on average coming from existing clients, developing long-term partnerships is a crucial area of focus for IDA Ireland. We continue to work with clients to assist them in continually improving and transforming their Irish operations and identifying new areas of opportunity.

EG: How important is it that Ireland builds an international reputation for effective privacy regulation and safeguarding personal data? MS: We believe it is vital that Ireland has a strong reputation in these areas and companies with large data requirements that have located in Ireland compliment Ireland on its approach. In recognition of the importance of data protection standards and oversight in our digitized world, Ireland became the first EU country to create a Minister of State for Data Protection. Ireland’s Data Protection Commissioner’s (DPC’s) office has a strong track record of regulating some of the world’s largest digital media companies and technology players. Leading tech companies have opted for Ireland as the main establishment for data protection in the EU. This means the Irish DPC is their main EU regulator.

It is important to understand that data protection law is the same in Ireland as all other European countries, and reflects the strong privacy views and values of the people of Ireland and Europe. However the Irish DPC has an open door policy and works in partnership with companies to ensure that new products and services are compliant with data protection rules at design phase. Our track record in working with the largest technology companies in the world also means Ireland has a strong infrastructure of lawyers with strong data protection expertise.

EG: We’ve seen the emergence of certain locations in Ireland becoming hubs for particular sectors. What are

the key advantages of these areas?

MS: Achieving a strong regional spread of investment is a top priority of IDA, as evidenced by ambitious targets we set out in our five year strategy.

There are a range of factors that will help us achieve this regional balance, but central to it all is building up clusters of industries and industry sub-sectors around Ireland. Ireland boasts the leading cluster of Medtech industries and the West Region, and Galway city in particular, is home to a number of world class Medical Technology companies and is the hub of this globally recognised Medtech cluster. Companies such as Medtronic, Boston Scientific, Covidien, Hollister and Baxter located in the West Region employ almost 8,000 people. Galway is also becoming a major technology hub, particularly around internet and collaborative working technologies with the presence of IDA supported companies such as Fidelity, Avaya, SAP, EA Games, Cisco, Synchronoss, Valeo and HP. These international brands are an attraction for additional overseas companies to potentially locate to the West Region.

Cork is marketed by IDA Ireland as part of the South West Region. The South West is renowned as a national cluster for life sciences, with a strong record with pharmaceutical, biopharmaceutical and medical device companies. Pharma companies located in Cork include Pfizer, GE Healthcare, Novartis, GSK, Janssen, AbbVie, Gilead and Eli Lilly. The success of the South West in attracting life sciences has seen the growth in associated support services such as engineering consultants and project managers, facilities management, clean room providers and specialist recruitment agencies. This specialization of services has increased the attractiveness of the cluster. IDA also has utility-rich strategic sites available for large scale development in the region.

EG: What does the future hold for FDI

both globally and in Ireland?

MS: International competition for investment has never been more intense. IDA Ireland has set ambitious investment and jobs targets for the next five years. In order to achieve these targets, a continuation of the pro-business policies that have been employed to-date is required and we need to maintain our competitiveness. If anything, the battle to win inward investment is only going to intensify globally and the IDA team are not complacent in that regard. As I often say to IDA colleagues, each year all the dials go back to zero in terms of investments won, so we have to remain focused and agile. But overall I am optimistic about Ireland’s ability to be a major global FDI player into the future. We already punch above our weight in terms of how much FDI we win as a proportion of GDP, but as long as we keep the current policy framework in place we can continue to be highly successful.


“FinTech” is changing the face of money as we know it. We explore what FinTech is, what is driving its rapid growth and analyse the legal ‘tech’ risks that a FinTech company should be aware of when putting its technology, products and data out into the world.

What is FinTech?

The term “FinTech” can encompass two different types of technology in the financial services industry:

• new and innovative consumer-facing financial products; or

• new technology that tackles existing problems or improves existing processes.

What is causing the unstoppable

growth of FinTech?

The pace of modern technological innovation and the current global financial climate are two factors that have contributed to the FinTech revolution. In banking, for example, FinTech is part of a transformation that is changing numerous aspects of the

end-customer experience. Customers are becoming accustomed to online and mobile-friendly services and banking options ‘on the go’, which are facilitated by 24/7 connectivity through tablets and smartphone devices. This is in turn forcing financial services organisations to invest in these capabilities in a bid to stay competitive. The ‘age of austerity’ and the global financial crisis also helped agile FinTech start-ups to compete against incumbents who, due to a lack of resources or regulatory scrutiny, did not modernise or improve their existing products and processes.

Irish Perspective

To illustrate how important FinTech is becoming globally, Accenture reports that worldwide investment in FinTech tripled to $12 billion in 2014, with UK and Ireland-based companies taking the largest share of Europe’s FinTech deals. In a similar manner, Deloitte estimates that the FinTech industry has the potential to employ over 10,000 people in Ireland by the year 2020. The Irish government is showing its support for FinTech through the publication of “IFS2020: A Strategy For Ireland’s International Financial Services Sector 2015 – 2020”. IFS2020 sets out the government’s renewed commitment and support for the sector and seeks to position Ireland as a leading global centre for FinTech investment.

One of IFS2020’s main objectives is driving research, innovation and entrepreneurship in the international financial services sector for both existing multi-national financial services firms and new FinTech companies.

With all of this in mind it is no surprise that interest in Ireland’s FinTech “hub” in Dublin is booming and it is common to see indigenous FinTech start-ups working alongside established international financial services companies.

Key ‘Tech’ Risks in FinTech

From a technology law perspective there are a variety of unique legal and business risks that FinTech companies of all sizes need to be aware of.

1. Cyber-attacks and security

As recent news headlines illustrate, damages arising from a successful cyber-attack are no longer limited to financial loss but can also include reputational damage, business interruption, data-loss, claims for compensation and regulatory fines. While banks have historically been the main target of cyber-criminals, modern cyber-criminals may try to focus on FinTech companies that have a completely online presence, coupled with fewer resources to invest in security. Indeed, the amount of financial or personal data that the average FinTech company collects means that both the harm and likelihood of a successful attack could be substantial.

To minimise the risk of, and damage arising from, cyber-crime, a FinTech company needs to be able to react quickly, isolate attacks, and eliminate the threat. Cyber-security is only effective if a FinTech company has clear organisational practices and training in place. At a minimum it should have adequate security and data protection processes, as well as disaster-management plans that are clear and that employees are trained to operate. While these strategies can help, it is important to keep in mind that the ultimate goal is to maximise the chances of preventing a cyber-attack before it can occur.

2. Data privacy and big data

The rise of FinTech, coupled with the financial service industry’s more general shift online, has resulted

Mark Adair, Senior Associate, Mason Hayes & Curran

Philip Nolan, Partner, Mason Hayes & Curran

The ‘Tech’ in FinTech


in a tremendous amount of digital data being created and processed every day. These sets of “big data” come with great opportunities that a FinTech company can exploit through new business models that identify possibilities for new products or manage existing risk.

But they also come with dangers that are multiplying as the volume of data being collected grows. In the current environment of big data collection and analytics, confidentiality and data privacy are key concerns for regulators and customers. A FinTech company must therefore also give these a high priority.

With this in mind, a critical component of the success of a FinTech company is to understand data protection and privacy laws, regulations and export controls and how to comply with them in a cost-effective way. A FinTech company needs to have in place appropriate privacy policies, cookies policies and data-transfer arrangements.

The issue of who is a data controller and who is a data processor applies to FinTech companies in the same way that it applies to any organisation processing and storing personal data. Moreover, the ability of a company to demonstrate that it takes data privacy seriously has the added benefit of building its reputation in the marketplace as a trusted provider. 3. Intellectual property protection

FinTech has facilitated the development of disruptive software and technology that prioritises the end-customer experience and provides more control over their money. As a result, an investor will view a significant portion of the value in a FinTech

company as its brand and underlying technology. One of the most damaging things in the technology industry, from a financial, legal and public relations perspective, is being suspected of infringing another party’s intellectual property. For these reasons it is essential that all intellectual property a FinTech company owns or licenses is adequately protected. Entering appropriate software licensing and development agreements, filing relevant patents, registering trademarks, protecting confidential information and ensuring that all relevant website addresses and social media sites are secured for the FinTech’s brand are ways to help accomplish this.

From a cost perspective, a FinTech company may also wish to consider entering into licensing agreements that allow it to lawfully use and exploit the IP and technology of other companies, as this helps it to utilise what is already available in the market without having to invest valuable capital in creating new IP that ‘reinvents the wheel’.

Conclusion

Undoubtedly, FinTech is re-shaping and improving financial services and money in a fundamental way. The race is on for technology and financial services companies to create faster, cheaper and more efficient solutions that integrate with the modern lifestyle. In order to continue their surge and be able to tap into future funding, it is vital that FinTech companies adequately address risks such as cyber-attacks, data privacy and loss of control over intellectual property. The ultimate challenge for FinTech companies is to understand the legal and business risks they may encounter, as well as strategies to mitigate these risks, while staying on the right side of legislation and regulators.


A major issue for the Irish government in setting its policy agenda for the next five years will be the National Asset Management Agency’s (“NAMA”) future role. Most Irish economic indicators are positive, property prices are rising again, and unemployment is falling.

NAMA was established in 2009 to take over Irish bank lending, including property loans with a book value of c.€49 billion. NAMA is ahead of schedule on loan sales and it will generate more than it paid for the loans it bought from Irish banks. Its staff numbers are also reducing, so should NAMA be in wind-down mode now?

Active management NAMA is beginning to take a more active role in asset management and that may be its future. By law, NAMA receivers have no obligation to sell property at any particular time and therefore they have leeway in how to maximise the value of secured assets. The Bolands Quay project is a 37,000 sq. m. mixed use development in Silicon Docks in central Dublin. The NAMA receiver has secured the planning permission and, rather than selling the site, is appointing a design

team and a main contractor to build out the development.

Taking ownership NAMA may apply to Court for the transfer of secured assets into its ownership if selling the assets would not pay off the loan within three months. Many investors have used the ‘buy to own’ approach and perhaps this is another approach NAMA could consider with the assets still under its control.

Housing NAMA is acutely aware of the growing housing crisis in Ireland, particularly in urban areas. There has been little, if any, house-building since the crash in 2009. Seven years of pent-up demand at approximately 25,000 housing units per year has resulted in rents rising rapidly, particularly in Dublin. Ireland does not have enough public sector housing and the State has not increased rent supplement in line with market trends. Instead, local authorities are spending substantial amounts on emergency accommodation in guesthouses and hotels. NAMA has been facilitating market-value transfers of residential units to local authorities and housing associations for social housing, but the c.2,000 units transferred by the end of 2015 are not sufficient to meet the demand. NAMA has announced a scheme to build 20,000 new housing units by the end of 2020, and could achieve this through taking ownership, building and having the State as the owner. However, NAMA intends to fund the developers who owned the sites. Other developers have claimed that this is illegal because what NAMA is doing amounts to State Aid. One possible solution is for the debt facilities to be on the same terms as a commercial bank would offer. However, a major problem is that

banks are only beginning to lend again on development projects. Another option is for NAMA to take ownership of the assets and develop out the sites itself – but NAMA was not set up to be a development agency. Homelessness is a real crisis in the country with, for example, the number of homeless families in Dublin doubling in the last 12 months. State aid and competition disputes can take many years to resolve and in the meantime, we need to get building. Whilst labour shortages are likely, with those working in the construction sector being at only 50% of the levels of eight years ago, availability of appropriately-priced debt finance is also a major concern. The long title to the NAMA Act 2009 contemplated that NAMA would become involved in development, but it was never intended to be an alternative bank. We already have a Housing Agency and the government has established a Strategic Investment Fund. The fact remains that NAMA has control over a substantial amount of lands and buildings throughout the State. A challenge for the Irish government will be to balance the various competing interests and to ensure that the public good is best served by whatever the government decides as being the next chapter in NAMA’s story.

Where Now for NAMA?

Kevin Hoy, Partner Mason Hayes & Curran


2015 was a record year for mergers and acquisitions with the value of global M&A activity for 2015 peaking at $4.6 trillion, eclipsing the previous record of $4.3 trillion in 2007. This represents a more than 30% increase on the value of global M&A activity for 2014.

Irish companies were involved in 392 M&A deals in 2015. These transactions were valued at nearly €77 billion, which is the biggest year for Irish M&A in history and represents an almost 25% increase on the value of deals in 2014. On a global level, there has been a multitude of “megadeals”, i.e. deals valued at more than $5 billion, a number of which have involved Irish companies. 9 global deals were valued at more than $50 billion. A number of these transactions were transformational, industry-changing deals by corporations seeking to consolidate and gain a combination of scale, scope and synergies such as Anheuser-Busch InBev’s $107 billion recommended offer to acquire SABMiller and Dell’s $67 billion recommended offer to acquire EMC Corporation.

Public Takeovers

The Irish Takeover Panel, the statutory body responsible for monitoring and supervising public takeovers under the Irish Takeover Rules, has been increasingly busy over recent years. The Panel is tasked with regulating takeovers of Irish-incorporated companies whose securities are quoted on designated stock exchanges.

Over the last twelve months we have seen a host of very large transactions that have been subject to the Irish Takeover Rules including Emirates National Oil Company’s £3.95 billion acquisition of Dragon Oil and IAG’s €1.36 billion acquisition of Aer Lingus.

We have also seen interactive entertainment company Activision Blizzard’s $5.9 billion recommended offer to acquire mobile games company King Digital Entertainment. The deal is one of the biggest ever in the games industry and the largest-ever acquisition of a mobile gaming company.

Our Corporate Team has been heavily involved, acting for Activision Blizzard, Dragon Oil and Deutsche Bank, in its role as the financial adviser to IAG.

Inversion Transactions

There has also been a lot of activity and comment associated with a number of significant “inversion transactions”. Inversion transactions involve a strategic acquisition or merger with a foreign company by placing the top holding company of the merged group in Ireland or elsewhere. As many of the companies involved in inversion transactions are Irish-incorporated and have securities listed on either the New York Stock Exchange or NASDAQ, the Irish Takeover Rules apply. Commonly, such transactions are ‘reverse takeover’ transactions rather than takeover offers and the Irish Takeover Rules application to such transactions is relatively limited.

There are numerous reasons for foreign organisations to consider an inversion but the most common reason is to reduce the group’s overall corporate tax rate and to escape complex tax rules that increase compliance costs. For example, US corporations are taxed on their domestic earnings at up to 39% and also on income repatriated from foreign subsidiaries. This compares with the headline corporation tax rate of 12.5% on trading profits in Ireland and a less prescriptive, more flexible common law legal system. Significant Irish inversion transactions in 2015 included medical device company, Medtronic, acquiring Covidien in a deal valued at approximately $49.9 billion. Outlook for 2016 Even on the back of a record year for M&A, there remain concerns that could have an impact on M&A activity. These include the uneven performance of global equity markets and considerable volatility in the first part of 2016, and depressed valuations in commodity markets, most notably oil, which has recently fallen to a low last seen over a decade ago. However, many of the ingredients that led to an M&A boom in 2015 are still present in 2016 such as growth in some key markets, boardroom confidence, increased access to capital, and sizeable cash reserves residing on balance sheets. In fact, reports suggest that global corporations are now sitting on cash war chests worth in excess of $7 trillion. While the 2015 levels of growth will be difficult to replicate, there are still sufficient reasons to remain broadly confident and anticipate a continued active market for M&A in 2016. For more information on M&A and our Corporate Deals, visit mhc.ie/deals

A Record Year for Mergers and Acquisitions

Justin McKenna, Partner, Mason Hayes & Curran

Ciaran Healy, Senior Associate, Mason Hayes & Curran


Corporate Social Responsibility

Cyber Security for Directors AppWe are pleased to announce the launch of our Cyber Security for Directors app, in association with the Institute of Directors in Ireland. The aim of the app is to assist company directors in understanding their key responsibilities in the areas of cyber liability and cyber security. This is the first targeted app for Directors on the topic of cyber security and data protection in the Irish and European app stores and it is the only legal Cyber Security app in Europe. The app details the various types of cyber liability and cyber risks, while drawing together the key areas for directors to consider. It also outlines both proactive and reactive strategies to manage cyber security. The app is shortlisted in the 2016 Accenture Digital Media Awards in the category of Best App and is available for Android, iOS, Windows and Blackberry devices. Search “Cyber Security for Directors” on your app store or go to mhc.ie/cybersecurity for links to each app store for download.

Royal Hibernian Academy Sponsorship

In 2016 we are launching our new partnership with The Royal Hibernian Academy. Dating back to the 1700s, the Academy has a long history in Dublin. Today the RHA is an artist-led organisation dedicated to supporting contemporary art and artists in Ireland through exhibition, education and advocacy. Our partnership with the RHA is focused on education and the arts. We will be running a special outreach programme with our local Ringsend schools which will consist of art workshops, tours and a special exhibition of student work in Mason Hayes & Curran. This programme builds on our previous award-winning work with Temple Bar Gallery + Studios. An additional element of the new programme is the dedicated ‘Art Cart’, exhibition-specific Kids’ Gallery Kit and an art educator based in the RHA each weekend. This will allow children to engage with the gallery and exhibitions in a fun and interactive way. Commenting on the new partnership Natasha McKenna, head of our Art Committee said, “We are delighted not only to continue and expand our work with local children and help them to engage with the artistic community from anearly age but also to encourage young attendees of the RHA

to develop their creative skills through the use of the Art Cart. Mason Hayes & Curran has been a longstanding supporter of the Arts and friend of the RHA. The sponsorship of this programme felt like a natural progression in the development of that relationship and an opportunity for us to reaffirm our commitment not only to the Arts in Ireland but also to the artists of the future.” Director of the RHA, Patrick T. Murphy commented, “This marvellous support by Mason Hayes & Curran means that we can re-instate an active, engaging and exciting Children’s Art Education Programme at the RHA. Their generosity means we can offer an even wider experience for families with children visiting the galleries.” Contemporary Art is a core part of our CSR programme both collecting and sharing our passion with others. It is particularly meaningful when we can work with our local community and the RHA to enhance our appreciation of this wonderful creative outlet. To find out more about our art programme email [email protected]


Appointments

Frank O’Flynn, Partner, CorporateFrank’s corporate practice focuses on advising Irish and international businesses on domestic and cross-border mergers and acquisitions, joint ventures, reorganisations and fundraisings. Frank is also a significantly experienced energy and projects lawyer and has advised on the development, financing and operation of energy and infrastructure projects and associated contractual arrangements in Ireland and internationally for over twenty years. Prior to joining the Firm in 2015, Frank served as a partner of another Irish corporate practice and as an energy and project finance lawyer with leading UK and US firms. Contact Frank at [email protected]

Stephen Gillick, Partner, PensionsStephen has joined our Employment Law & Benefits Team, specialising in Pensions Law. He has extensive experience in advising trustees, sponsoring employers and pension providers on a range of issues, including pension scheme establishment, pension scheme funding and exercises to reduce scheme liabilities. Stephen is experienced in drafting and updating pension scheme documentation and advising on pension scheme mergers and reorganisations. He regularly advises on the pension aspects of corporate acquisitions and disposals. He also provides guidance to trustees and sponsoring employers on compliance and interpretation of pensions legislation and scheme rules. Contact Stephen at [email protected]

We are delighted to announce the recruitment of a number of partners in the firm. We now have more than 420 personnel including 77 partners, and some of our recent appointments are featured below.

Graeme Bell, Partner, CorporateGraeme is a new partner on our Corporate Team and is Head of our London office. He specialises in cross-border mergers and acquisitions, private equity, corporate finance, financial and corporate restructuring and insolvency. Graeme has extensive international experience having advised on numerous high profile transactions in the UK, the US, the Middle East, Asia and across Europe. He has advised across a variety of sectors with particular expertise in the areas of energy and technology. Graeme also advises companies, stakeholders and directors on corporate restructuring and insolvency issues. His clients include private equity funds, hedge funds, global corporates, publicly-listed entities and entrepreneurs. Graeme previously practised as a corporate lawyer with Akin Gump Strauss Hauer & Feld in London and New York and before that with Ashurst in London and Frankfurt. Contact Graeme at [email protected]


News & Events

Workplace Relations Act 2015 Seminar

In October 2015 we welcomed Minister for Jobs, Enterprise & Innovation, Richard Bruton TD to our offices for a special breakfast seminar to dicuss the newly-enacted Workplace Relations Act 2015. The Minister shared his views on the Act and what he hopes to achieve by its introduction.

Pictured left to right: Kevin Power, Partner, Mason Hayes & Curran, Emer Gilvarry, Chairperson, Mason Hayes & Curran, Jim Luby, Partner, McStay Luby, and Gerry McAlinden, QC, Queen’s Counsel and Chair of the NI Bar Council.

Annual Insurance Seminar

We held our fourth annual Insurance Seminar in September, discussing the topic of Catastophic Injury Claims. We welcomed delegates from the insurance indstry to our offices, where they heard from speakers Kevin Power, Mason Hayes & Curran, Jim Luby of McStay Luby and Gerry McAlinden, QC. Emer Gilvarry, Mason Hayes & Curran, chaired the event.

Minister for Jobs, Enterprise and Innovation, Richard Bruton TD (left) with Ger Connolly, Partner, Mason Hayes & Curran, pictured at our seminar on the new Workplace Relations Act 2015.

Natasha McKenna, Partner, Mason Hayes & Curran, picured (left) with Gemma Tipton, Arts & Culture writer with the Irish Times, at our Contemporary Art at Christmas Exhibition.

Contemporary Art at Christmas Our annual Contemporary Art at Christmas Exhibition took place in early December when we displayed the works of a number of budding and established local artists in South Bank House. Gemma Tipton, Arts & Culture writer from the Irish Times entertained guests with her discussion on the interpretation of what is good or bad art, making for an enjoyable evening to kick off the Christmas season.


Investment Funds Seminar: UCITS UpdateWith new UCITS Regulations published by the Central Bank in 2015, we held a seminar to address the extent to which these initiatives change the regulatory landscape for UCITS. We were pleased to be joined by guest speaker Ian Headon of Northern Trust who provided a Depositary’s perspective on preparing for implementation of changes.

Pictured left to right: Fionán Breathnach, Partner and Head of Investment Funds, Mason Hayes & Curran, Ian Headon, Senior Vice President, Northern Trust, and Conor Durkin, Partner, Mason Hayes & Curran.

Pictured from left to right: Declan Black, Managing Partner, Mason Hayes & Curran, David Whelan BL, and Tom Davy and Niall Michel, Partners, Mason Hayes & Curran.

Pictured from left to right: Ger Connolly, Mason Hayes & Curran, Lynsey O’Brien, Accenture Ireland, Melanie Crowley, Mason Hayes & Curran and Heidi Swartz, Facebook.

Technology in the Workplace

We were pleased to welcome some special guests to our Technology in the Workplace briefing. At this event, legal and social media expert Heidi Swartz, Director and Associate General Counsel of Facebook, California, shared with guests her insights on working in an organisation which promotes technology in business and the challenges this creates. Lynsey O’Brien, HR Manager of Accenture Ireland, gave her perspectives on managing fast-moving technology innovations and a more mobile workforce.

In-House Counsel Masterclass We continued our 2015 In-House Counsel Masterclass series in December with a tailor-made session on regulatory matters such as Solicitors’ Undertakings and the impact of the Legal services Regulation Bill. Our speakers also took part in an interactive Q&A session which was chaired by our Managing Partner, Declan Black.

BPFI Data Protection ConferenceWe are delighted to support the Banking & Payments Federation Ireland’s Data Protection Conference in 2015. Robert McDonagh, a partner in our Technology Team, spoke at the conference on the legal implications of the new Data Protection Reforms.

Pictured left to right: Robert McDonagh, Partner, Mason Hayes & Curran, Maurice Crowley, Banking & Payments Federation Ireland, Giovanni Buttarelli, European Data Protection Supervisor, and Helen Dixon, Data Protection Commissioner for Ireland.


Saint Louis University Law Alumni EventWe were pleased to welcome His Excellency Kevin O’Malley, US Ambassador to Ireland (SLU ’73), along with other distinguished alumni of Saint Louis University School of Law, to our offices for a lunch in September 2015. This event was part of the SLU Law alumni group’s four-day networking event in Dublin. The trip was capped off by a spectacular reception at the US Ambassador’s residence in the Phoenix Park.

Pictured from left to right: Dean Michael A. Wolff, Dean of Saint Louis University, His Excellency Kevin O’Malley, US Ambassador to Ireland, and Micheál Grace, Partner, Mason Hayes & Curran and former SLU Law School student.

Pictured left to right: Fionán Breathnach, Partner and Head of Investment Funds, Mason Hayes & Curran, Simon Harris TD, and Declan Black, Managing Partner, Mason Hayes & Curran.

Lunch with Simon Harris TD In October 2015 we held a special lunch with Simon Harris TD, Minister of State in the Department of Finance, Public Expenditure & Reform in October 2015. The Minister took part in a Q&A and discussed the Government perspective on Budget 2016 and the implementation and evolving priorities for the International Financial Services Strategy, IFS2020.

The Mary Robinson Centre International Human Rights Lecture

Our Chairperson, Emer Gilvarry, attended the Second Annual International Human Rights Lecture hosted by the Mary Robinson Centre in Ballina, Co. Mayo. Graça Machel, one of the world’s leading women’s rights activists, was the keynote speaker at the event. Journalist Olivia O’Leary also moderated a discussion between Graça Machel and Mary Robinson.

Pictured left to right: Emer Gilvarry, Mason Hayes & Curran, Graça Machel, President Mary Robinson and Olivia O’Leary.

MHC TIMES 2

Q: Why do bagpipers walk when they play?A: They’re trying to get away from the noise.

Q: What do you call a boomerang that doesn’t work?

A: A stick.

Q: Name the four seasons.A: Salt, mustard, pepper, vinegar.

Q: What lies at the bottom of the ocean and twitches?A: A nervous wreck.

Q: What guarantees may a mortgage company insist on?

A: They’ll insist you’re well endowed if you’re buying a house.

Q: What do you call Santa’s helpers?A: Subordinate Clauses.

Q: What do prisoners use to call each other?A: Cell phones.

Q: What do you get from a pampered cow?A: Spoiled milk.

Bons Mots:

We are fortunate to have one of the most important corporate collections of Irish and international contemporary art in Dublin. Included in the collection is “Interstate” by Irish artist Diana Copperwhite. Natasha McKenna, Partner and Head of the Art Committee is pictured with the piece, which she has chosen as her favourite in our collection. “I picked this piece because I’ve always been a huge fan of Diana Copperwhite’s works primarily due to her incredible use of colour. She’s one artist whose work I would love to own.”

“I like the fact that most of her pieces are large scale, are dreamlike and also her technical use of layering images. I think that since I became introduced to her artwork that I’ve become more adventurous with colour in relation to art.” Support of visual arts is a large part of our CSR strategy and we are a long-time supporter of the organisation “Business to Arts”, whose aim is to broker, enable and support creative partnerships between business and the arts. We are also proud to sponsor the Royal Hibernian Academy’s art education programme, which works with three schools in our local Ringsend area and allows children visiting the gallery to learn about and interact with the art on display.

In the Frame

Questions & Answers

To find out how we can help your business, please contact:

Declan BlackManaging Partner

t +353 1 614 5017e [email protected]

David O’Donnell Head of Corporate

t +353 1 614 5065e [email protected]

MHC.ie

Attracting Great Business

Dublin, London & New York

Representing McKesson Corporation on its acquisition of the pharmaceutical distribution business of UDG Healthcare.

Representing Activision Blizzard on its US$5.9bn offer for King Digital Entertainment by way of a scheme of arrangement.

Represented Deutsche Bank AG, London Branch, in relation to the €1.4 bn acquisition of Aer Lingus by IAG.

Represented Irish Residential Properties REIT on its €200m IPO on the Irish Stock Exchange, and its €215m secondary offering.

Represented Dragon Oil on the recommended £4bn cash offer by Emirates National Oil Company.

Represented global financial information service provider Markit on its acquisition of Information Mosaic.

Represented Fender Musical Instruments Corporation on its acquisition of Irish music technology company Sonic Ladder.

Represented S&P 500 company Red Hat on its acquisition of FeedHenry.

MHC973 Tombstone Ad (A4 Feb2016)_ART2.indd 1 15/02/2016 12:06

mhc times issue 38, spring 2016

Documents