Corporate and Governance
Burke Legal advises international groups, their boards and their overseas counsel on Irish company law under the Companies Act 2014. The firm's advice is directed at ensuring that corporate decisions are properly authorised, soundly reasoned and capable of withstanding scrutiny, whether the matter is routine or time-critical.
Company law and governance advice
Irish holding companies, financing vehicles and operating subsidiaries are frequently overseen by boards and legal functions based outside Ireland. The firm provides the Irish company law perspective those boards require, working alongside group legal teams and external counsel in other jurisdictions.
Corporate governance and directors' duties
The firm advises boards, individual directors and shareholders on the duties owed under Irish law and on the proper conduct of board business. Advice is most often sought where governance questions carry real consequence: contested decisions, conflicts of interest, decisions taken under pressure of time, and periods of financial strain in which directors must have regard to the interests of creditors.
- Fiduciary and statutory duties of directors, including conflicts of interest
- Board process, delegation of authority and the proper recording of decisions
- The position of directors of group companies acting on parent company instructions
- Directors' exposure, indemnities and insurance considerations
- Engagement with the Corporate Enforcement Authority
Constitutional and shareholder matters
Advice on the constitutional framework of Irish companies and on the relationship between the company, its board and its members.
- Constitutions, share rights and class consents
- Shareholders' agreements and reserved matters
- General meetings, resolutions and the exercise of shareholder rights
- Minority protections and the resolution of deadlock
Governance and regulation of artificial intelligence
Boards are increasingly accountable for the use of artificial intelligence within their organisations. The firm advises boards and legal teams on the governance implications of AI deployment and on the obligations arising under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) for groups operating in or into the European Union.
- Board oversight of AI use, risk allocation and internal accountability
- Classification of AI systems and the corresponding obligations under the AI Act
- AI governance policies and frameworks
- Contractual and liability considerations in the procurement and deployment of AI tools
Ongoing and in-house counsel support
Informed by experience as in-house counsel, the firm provides ongoing Irish company law support to groups whose legal function sits outside Ireland, and additional capacity to legal teams during periods of change or increased demand.
- Advice on discrete Irish law questions affecting subsidiaries and holding companies
- Board papers, resolutions and governance documentation
- Support to in-house legal teams on a flexible basis
- Coordination of external counsel across jurisdictions
Irish-law opinions for overseas counsel
Irish-law input and formal opinions for international law firms advising on cross-border matters.
- Capacity, authority and due execution
- Enforceability of obligations under Irish law
- Irish-law analysis in support of foreign proceedings
Typical mandates
Burke Legal acts for:
- international groups with Irish subsidiaries, holding companies or financing vehicles
- boards and non-executive directors facing contested decisions or conflicts of interest
- shareholders and investors seeking advice on governance and constitutional rights
- in-house legal teams requiring Irish company law input
- international law firms requiring Irish-law opinions
Related expertise
To discuss a matter, please contact the firm.