SPRING 2015 EDITION
Business Protection Breon Manning
ECONOMIC OUTLOOK Constantin Gurdgiev
Garvan Grant Time For Ireland To Get Exporting Again
CPD Gallery
Meet The Team
A RANGE RANGEOF OFSERVICES SERVICES THAT HELP YOU PROTECT, THAT HELP YOU PROTECT, CREATE, MANAGE YOUR WEALTH CREATE, MANAGEAND ANDPRESERVE PRESERVE YOUR WEALTH
Table of contents Business Protection - Breon Manning ................................................... P3 Economic Outlook- Constantin Gurdgiev.............................................. P5 CPD Gallery......................................................................................................... P8 Garvan Grant- Time for Ireland to get exporting again ................... P10 Business Briefs .................................................................................................. P13 Legal Briefs ......................................................................................................... P15 Garvan Corkery- Companies Act 2014 ................................................... P16 Meet The Team ................................................................................................. P19 Range of Services ............................................................................................ P20
WELCOME Welcome to Sheehy & Manning Financial's Spring Newsletter. Well the clocks have gone forward, the sun is shining in the sky and 'there's a grand stretch in the evenings'. We have celebrated St Patrick's Day and eaten our fill of Easter eggs. Now we look forward to two Bank Holiday weekends, our summer holidays and (hopefully!) long spring evenings with plenty of opportunities to get out and enjoy the sunshine and maybe even a few trips to the beach. In this edition of our newsletter we bring you information on how to ensure your business is protected , the latest economic update from Constatin Gurdgiev, Garvan Grant asks 'is it time to get Ireland exporting again? and Garvan Corkery brings us up to date on The Companies' Act 2014. Also take a look at our CPD Gallery from our two very successful CPD 'Jumpstart' events which took place in Cork and Kerry in mid-February. I hope you enjoy this newsletter. Regards, Mike Sheehy
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Business Protection Breon Manning
According to recent survey from an Irish Insurance Company the majority of business directors and partnerships leave their business vulnerable to the financial consequences of the death of key person in the business, by not having provisions in place to deal with this situation. The Protection experts say that one of the most critical risks to a small business namely, the death of a key member of staff, is being overlooked by many – until it’s too late. The survey of directors indicated that almost 50% of business leaders haven’t considered putting business assurance in place because they are simply unaware of its existence, while 40% of those that don’t have it in place, considered it unnecessary. Few business directors or partners may consider or are aware that the family of the deceased would probably inherit the deceased’s share in the business. As such, they will expect to be bought-out or participate and profit from the business on an immediate and on-going basis. With the current restricted access to credit, a buy-out of their share would seem an unlikely outcome – while the alternative could be that the deceased spouse would become engaged in the day to day running of the business – which is often very challenging or indeed, sometimes actually unworkable. We at Sheehy and Manning Financial feel that business advisors such as solicitors and accountants are well placed to promote this integral insurance to their clients.
Why Business Protection makes sense? • On death the shares of a deceased director form part of their estate. • Those who inherit the shares may not want to get involved in the business or conversely the surviving shareholders may not want the next of kin to come into the business. • The most feasible option is to sell shares back to the survivin shareholders. • This would require the shareholders to produce a substantial lump sum. • The solution is business protection - an arrangement can be put in place whereby on the death of a shareholder, funds become available to buy shares back from the next of kin
How would your business survive if one of the business owners became seriously ill or died? If your business partner died what would happen to their share of the business?
It won’t happen to our company The odds of one shareholder dying or becoming seriously ill before retirement are probably higher than you think.
Age
Sole
2 shareholders
3 shareholders
35
13%
23%
32%
40
12%
22%
32%
45
12%
21%
30%
50
11%
19%
28%
(Odds of one dying before age 65)
How would you feel about a shareholder’s family joining your business if he/she died suddenly? If you died what would happen to your share of the business? Are your spouse or children in a position to take your place in the business? How will your family survive financially?
Source: mortality tables (AM92) published by the Institute of Actuaries (UK)
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How It Works • With Business Protection, the company/partners enters into a legal agreement with each of its directors/partners to buy back shares from their personal representatives in the event of death. • The company takes out a life assurance policy on each shareholder, to provide funds to enable the company to fulfil its obligation under the agreement. • In the event of death, the proceeds of the life assurance policy are payable to the company to be used to buy back shares from the deceased’s next of kin.
Case Study • Shane and Mary have 2 children. • Shane part-owns a business with Tom valued at €500,000. • Shane met with Manning Financial and identified the exposure to both his surviving business partner Tom and his next of kin Mary, in the event of his untimely death.
The Solution • Manning Financial helped Shane and Tom formalise what would happen if either of them died. They agreed that on death, the survivor will buy the deceased partner’s share of the business from his family. • Shane and Tom took out a Business Protection plan that pays €250,000 to the surviving business partner - If Shane dies, Tom receives €250,000 and vice versa.
The Result If Shane dies: • Tom receives €250,000 and uses it to buy Mary out of the business. He retains control of the business. • Mary receives €250,000 from Tom. If Tom dies: • Shane receives €250,000 and uses it to buy Aidan’s share of the business from his next of kin. As a result, Tom retains control of the business.
There are two categories of Business Protection 1. Company Insurance- for limited companies. 2. Partnership Insurance- suitable for businesses such as solicitors’ practices or any other partnerships where the partners are assessable for income tax under Schedule D Case 1 or 2.
Declaration of Trust In most business protection arrangements, each policy is arranged under trust so that on death, the proceeds are payable directly to the trustees for the benefit of the surviving directors/partners.
Business Protection is cheaper than you think! Value of Shareholding
Age € 300 000
€ 350 000
€ 400 000
€ 450 000
€ 500 000
40
€ 34,75
€ 39,99
€ 44,93
€ 50,11
€ 54,59
45
€ 46,71
€ 53,89
€ 59,45
€ 66,44
€ 73,43
50
€ 66,1
€ 76,43
€ 83,49
€ 93,49
€ 103,49
All premiums quoted are the cheapest from all life insurers operating in the Irish Market
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Economic Outlook
With spring sunshine, the glowing warmth of the overheating bonds markets is bringing about the scent of optimism to the macro-analysts' desks. On March 19th, the NTMA issued EUR500 million worth of 6 months notes with a yield of -0.01%. With a few strokes of the 'buy' keys, the markets welcomed Ireland to the ever-expanding club of nations that enjoy the privilege of being paid to borrow from private investors.
European Policy Uncertainty Index (including period averages confidence intervals) Source: data from PolicyUncertainty.com
In a way, this is the story of Ireland's recovery distilled to a singular event: with the Government borrowing costs at their historical lows, the memory of the recent crises is fading fast from the pages of our newspapers. Alas, the drivers of this recovery are illusory. All are temporary, none are structural or sustainable, in the long run. In fact, the current markets reprieve is concealing the real dangers for domestic investors – dangers of new asset bubbles and potential future losses. Take a look at the euro area sovereigns at large.
Although the Government is usually quick to claim credit for the massive improvements in Irish yields, in reality, Dublin has little to do with these. At every point from Q3 2011 through today, large scale declines in the Government cost of borrowing came courtesy of the ECB. The latest gains are no exception: the ECB has just launched a sizeable bonds-buying programme and with it, the quantum of negative yield debt in the global markets has gone from roughly USD3.6 trillion in January to USD4.2 trillion by mid-March. As of now, 19 percent of the Global Bond Index-listed debt is trading in negative rates territory. After years of austerity, 2015 is shaping up to be a year of broadly-speaking neutral public spending. In other words, as the euro area Governments' debt remains sky high, public deficits are unlikely to shrink by any appreciable amount. Why bother with reforms, when you can be paid by the markets to borrow? Aptly, as the chart below shows, European economic policy uncertainty remains at crisis period averages, well above the safety range of pre-crisis years.
This, by far, represents the largest long term challenge for investors and the greatest risk to the global economies. Expansionary monetary policy pursued by the central banks around the world, including the ECB aims to push up economic growth and reduce the risks of deflation. It also attempts to repair the monetary policy transmission mechanism: that cheap ECB-supplied liquidity is being lent by the banks to companies and households in the forms of new credit.
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TABGIBLE RISKS However, from the investors’ perspective, this monetary activism can end up backfiring. For a number of reasons. Firstly, as shown in Chart 2 below, monetary policy-driven credit expansion is propelling stock markets and debt markets valuations to all-time highs across the advanced economies with absolutely no tangible connection to real fundamentals, such as growth in economic activity, household incomes, employment, and even capital investment. By the very definition of the financial bubbles, current monetary policies activism is inflating returns expectations unanchored in reality.
Fourthly, negative rates and yields are increasing the probability of monetary policy misfires - a scenario where one or several Central Banks around the world can tighten policy too fast and/or too early, completely derailing economic recovery. This problem is global and contagious. Investment grade government bonds are effectively substitutes for each other in majority of investment portfolios. As the result, negative yields in the euro area today are keeping yields low in other advanced economies. This is already causing discomfort in the U.S. where dollar rise relative to other currencies is being driven by a combination of two factors: the expected mismatch between U.S. and euro area policy rates, and investors' fear of Fed policy errors over the next 3-6 months.
Secondly, monetary expansion means that households and firms struggling with debt are given a short-run reprieve from facing the true costs of their borrowings. But the day of reckoning awaits in the future. This means that households and corporates are likely to continue engaging in precautionary savings even as the Central Banks drop rates and bonds markets bid the cost of issuing debt down. Meanwhile, households and companies with low debt exposures are likely to save more to offset declines in their returns on deposits. Taken together, these factors are likely to further suppress domestic demand, while setting us up for a major crisis once the cost of debt starts rising in the future. Thirdly, negative yields are, like all bubble-generating factors, self-reinforcing in their nature. With central banks increasingly charging commercial banks for deposits, banks prefer buying bonds even in the presence of the negative yields. This means that negative policy rates are reinforcing the dysfunctional monetary mechanism, locking in more liquidity into government bonds and driving yields on government paper further down. The resulting increases in bonds prices incentivise commercial banks to gamble on future capital gains by buying even more bonds. This spiral of demand for government debt depresses banks future profitability as investors bid bonds prices up and loads more risk of significant future losses that will materialise once QE policies begin to unwind.
Fifthly, the demand for negative yield bonds appears to be setting the unsuspecting investors for a fall. In a recent research note, the investment bank Jefferies discovered that much of the demand for such paper comes from indexed funds. Investors in these extremely popular funds simply have no idea that the strategy the funds pursue is not designed for the world where top-rated bonds are paying negative yields. And as funds start posting losses, the same investors are likely to rush for safety into other asset classes – namely equity. Yet, with equities already at historical highs, the safety-minded investors will be left with buying even more assets at bubble valuations. Sixthly, negative yields on Government bonds are a disaster waiting to happen for insurance, asset management and pension sector as they create huge risks at the heart of these companies long-term investment portfolios. As insurance companies and pension funds chase the yield, premia will have to rise, risks embedded in pensions portfolios will jump and returns on longer term contracts will fall. As the result, some financial analysts are warning of not only economic, but also political consequences of the monetary policy activism.
Another pesky side effect of this is the banking sector stability. Negative interest rates on Central Bank deposits lead to lower deposit rates for banks' customers. Banking sector loans-to-deposits ratios rise, making banks more dependent on the shadow banking system for funding and more levered. Interestingly, in the U.S. at least one large bank, J.P. Morgan has already announced that it will be charging customers for large deposits up to 5.5 percent annual fee.
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The bankers' regulatory body, the Bank for International Settlements is not amused. In a recent statement, Claudio Borio, the head of the BIS monetary and economic department said it is simply impossible to tell how investors, consumers, voters and the governments are going to react to the negative yields and interest rates. "…technical, economic, legal and even political boundaries may well be tested. The consequences should be watched closely, as the repercussions are bound to be significant, on the financial system and beyond," Mr Borio said.
IRISH INVESTOR PERSPECTIVE From an Irish investor’s point of view, the risks arising from the euro area negative rates and yields environment are significant.
In a study published in 2005 (http://www.bis.org/publ/work 186.pdf ), BIS researchers found asset price busts, especially those associated with large property markets adjustments, to have much more painful economic impacts than deflation. The study covered all advanced economies over the period from 1873 through 2004 and included analysis of deflation effects on Government debt and growth. The same results were confirmed by another BIS study published earlier this year (http://www. b l o o m b e rg. co m / n e ws / a r t i c l e s / 2 0 1 5 - 0 3 - 1 8 / t h e - ce n tral-bank-of-central-banks-says-keep-calm-about-deflation).
Global Markets, Irish Problems Source: Author’s own calculations based on data from CSO, Central Bank of Ireland and Bloomberg around mid-2005 levels, and growth predominantly driven by the multinational corporations' tax optimisation strategies. In this environment, negative rates are masking the extent of the problems still present in the economy, while euro devaluation, coupled with exports growth concentration in the MNCs-led sectors, are creating a false impression of improved productivity and competitiveness.
As of today (see Chart 2), Ireland is still experiencing property prices that are 38 percent below the pre-crisis peak (in Dublin 39 percent), private debt that is, once controlled for sales of mortgages, and NAMA and bank loans to non-banking investors, stuck
For domestic investors, this means that both equity, corporate and government debt markets in Ireland and across the euro area are simply out of touch with macroeconomic reality on the ground. The global Central Banks-led policies are pushing our traditional investment and pension portfolios into the high risks, low returns corner, commonly associated with financial assets bubbles. While some speculative exposure to the US and Emerging Markets assets is always welcome, the bulk of investment allocation today should be focused on a conservative view of key risks presented by the negative rates and yields environment. Tax planning, portfolio cost minimisation, low gearing and high liquidity of investment allocations should take priority over pursuit of short term yields and capital gains.
Dr. Constantin Gurdgiev is the Adjunct Assistant Professor of Finance with Trinity College, Dublin, and serves as a co-Founder and a Director of the Irish Mortgage Holders Organization, Ltd and the Chairman of Ireland Russia Business Association. He holds non-executive appointment on the Investment Committee of Heinz Global Asset Management, LLC (US). In the past, Dr. Gurdgiev served as the Head of Research with St Columbanus AG (Switzerland), the Head of Macroeconomics with the Institute for Business Value, IBM, Director of Research with NCB Stockbrokers, Ltd, and Group Editor and Director of Business & Finance Publications. He also held a non-executive appointment on the Investment Committee of GoldCore, Ltd (Ireland) and Sierra Nevada College (US). Born in Moscow, Russia, Dr. Gurdgiev was educated in the University of California, Los Angeles, University of Chicago, Johns Hopkins University and Trinity College, Dublin.
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OUR GALLERY Photos from our recent Manning Financial CPD event For information on future CPD events check out our dedicated CPD site
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www.cpd.ie.
Photos from our recent Sheehy and Manning Financial CPD event For information on future CPD events check out our dedicated CPD site
www.cpd.ie.
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Time for Ireland to get exporting again Time for Ireland to get exporting again Despite being a small nation, Ireland has generally punched above its weight in terms of what it exports. However, it should be noted that the canny Irish only tend to get involved in exporting stuff when there is a surplus of it here or if we don’t like it very much. We’re smart like that! Exports also grew a lot during the boom years, though the country does have a proud history of exporting all kinds of stuff to the four corners of the world. As the economy begins to recover, Garvan Grant takes a humorous look at the ten biggest exports in the country’s ‘trueish’ history.
Potatoes Has there ever been a more valuable resource for the people of Ireland? Used for centuries as a weapon to fight the English, as a brick for building houses and often just as something to eat, the humble spud has never ever let the Irish down. (OK once, but let’s not dwell on that.) So it was obvious that potatoes would eventually become our number one export in the same way that sand and oil are big exports for Saudi Arabia. Ireland now trades potatoes on the open markets, though we have to be careful that we don’t ever reach ‘peak potato’. Who will ever forget the Crisps Shortage in the late 1970s? Or the more recent Potato Wars which caused such havoc on the international markets?
For example, the latest food trend sweeping the world is apparently cabbage juice. The Irish Association of Cabbage Exporters swears that people like Madonna, the Dalai Lama and Vladimir Putin drink it every morning and that it can cure thousands of diseases. It is made by boiling cabbage for eight weeks, letting it go cold and then drinking whatever remains.
Stout Ireland is perhaps most famous around the world for its stout, which some describe as “a glass full of black food”. This is handy for Irish people, as after a long day working, they can skip dinner and just have a “feed of pints” instead.
Cabbage Cabbage is another vegetable-like material that the Irish have adapted as a foodstuff. They have done this mainly by applying an age-old secret method of cooking called ‘boiling for a very, very long time’. They also use it in a special dish called Cabbage Surprise, though the only real surprise about it is that it only contains cabbage. Now, of course, the Irish are trying to convince the world that cabbage is edible, so they can inflict it on .. eh .. export it everywhere.
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There are several different manufacturers of stout in Ireland, though they all use the same method to make it: mix potatoes, a few drops of alcohol and some black food dye together and liquidise for an hour. (Note: This recipe is not fixed.) Now, of course, Ireland exports stout to every country on the planet. And anyone who drinks enough of it becomes “more Irish than the Irish themselves”, meaning they can tell great stories, sing sad songs and have the almighty craic.
Craic Speaking of craic, this is another major Irish export connected to stout above. We bring it with us wherever we go, though often other nationalities don’t embrace it the way we do. However, it is important to note that there are certain disreputable folks out there who have been smuggling the drug ‘crack’ around the world under false pretences. These people – and they know who they are – just head through customs with their illegal produce and when asked what it is, put on an Irish accent and say: “Shure, it’s just a bit of craic like.”
When we’ve finished exporting the ground and all the trees for burning, we can then start breaking up tables, chairs and wooden floors and start exporting them to countries that need fossil fuels.
Rain
They will often dress up like leprechauns to seem more convincing, but that really just adds insult to injury for both Irish people and leprechauns.
Green In the 1911 Census, the number of shades of green in Ireland stood at just 40. In the 2011 Census, that figure had reached 112 – more than Greenland which even has the word ‘green’ built into its name! This meant that we could easily afford to export some of our shades of green and still have enough left in the country to keep natives and tourists happy. The Irish Colour Exporting Board began targeting places like Siberia, Antarctica, the Sahara Desert and, funnily enough, Greenland as potential big buyers.
You can either look on rain as something wet that falls from the sky or as a valuable resource. In recent centuries, Ireland chose the latter option and has been exporting more than 60 different types of rain to various countries around the globe since the 9th century. It is still the world’s largest exporter of this or any other kind of weather. The different types available include wet rain, dry rain, soft rain, hard rain, lashing rain, big rain and rainy rain, with the biggest demand being from nice, warm, sunny countries. However, these countries never want too much rain and tend to only buy small bits now and again.
People
By 2013, we were exporting 50 shades of green to nearly 30 countries around the world and were even branching out to sell some autumn browns, night blacks and that kind of beigey, sandy colour you find on beaches.
Peat One of the greatest economic developments for this country was the discovery that bits of the ground could be burnt as fuel. Ireland is more or less covered in bits of ground, so we could easily afford to export peat and other bits of bog to whoever would buy it.
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Apart from rain, potatoes and leprechauns, the one thing Ireland always seemed to have too much of was people. Back in the 1840s, for example, those rather cruel English folk who conquered us had to do a huge cull as there were so many of us. From then on, though, the Irish tried to come up with their own solution which preferably didn’t involve anyone dying. To this end, Ireland has been regularly and efficiently exporting its people to every single country on the planet, often whether they needed them or not.
Chat There is nothing the Irish have more of than a bit of old chat, with many economists reckoning it to be our single most abundant resource, particularly if we’ve had a feed of pints. Wherever the Irish people were exported to down through the years, we always brought lots of old chat with us and often tried to sell it to the locals. If the locals wouldn’t buy any, we would just force it on them for a bit of fun.
Luck While it might seem slightly intangible as exportable produce goes, Ireland has always managed to trade on its luck on global markets. Indeed, when Irish charm and blarney ran out in the late
1950s, luck was all the Irish had left. We put it to good use internationally and the ‘luck of the Irish’ often traded at extremely high prices, particularly at race meetings in England. However, we ran out of luck again in 2008, although it now looks like we may be building up stocks of it again as the economy picks up and we work our way towards Tiger Two. Let’s just hope and pray that we don’t reach ‘peak Irish luck’ too soon.
Garvan Grant Garvan Grant is the author of The Trueish History of Ireland, a warm, witty and very funny celebration of Irish history. Garvan also runs social media accounts and writes online content for a select group of small companies via his company GrantEd Media (granted.ie). He has written satirical columns for In Dublin magazine and did the hugely popular PostMortem column in The Sunday Business Post from 2004 to 2014. You can contact him on garvangrant@hotmail.com or follow his satirical ‘news’ account on Twitter at @garvangrant Thу Trueish History of Ireland by Garvan Grant with illustrations by Gerard Crowley is published by Mercier Press (www.mercierpress.ie), price €7.99.
Farm prices up 5% with land cheapest in Leitrim The cost of agricultural land rose by just over 5 per cent in 2014, as supply reached an eight year high, a new report from the Irish Farmer’s Journal shows. According to the annual report from the agribusiness newspaper, while 2014 was a difficult year for many farmers, with downturns in the price of beef and grain, the land market remained steady with the average price increasing by 5.2 per cent during the year to € 9,890/acre. Over 86,000 acres were offered for sale in 2014, the highest such figure in the eight year history of the report. Based on this, it is evident that the land market in Ireland is in a relatively healthy position at present, which should be reassuring for landowners and selling agents alike wrote Lorcan Allen, editor of the report. Of the 1,850 farms, incorporating 86,408 acres, offered for sale last year, a total of 826 transactions were completed. These transactions amount to 38,149 acres sold, which represents 44.1 per cent of the 86,408 acres offered for sale. Agents up and down the country certainly felt the effect of the increased supply, with the majority reported to be enjoying their busiest 12 months in years. The demand for large holdings appears to have softened somewhat in 2014, the report said, with much stronger competition for farms less than 100 acres. Leitrim was the cheapest source of land in the country, on average, at € 4,047/acre in 2014, representing a 2.6 per cent decline on 2013. Of the four provinces, Leinster led the way, with a total of 35,028 acres brought to the market achieving an average price of € 12,402/acre – a 13 per cent increase on the 2013 average. In Munster, a total of 31,042 acres were offered for sale on the open market at an average price of € 9,836/acre, up by 5.3 per cent.
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BIZ BRIEFS
House prices are actually falling all over the country
Oil will not rebound to $100 a barrel, says Opec governor
Retail sales decline marginally in February
The Central Bank’s new mortgage rules are probably working to keep a lid on the Residential property prices fell across the country for the second straight month in February, according to new figures out today.
Brent oil fell almost 50 per cent in past year as Saudi Arabia and others in Opec committed to maintain output amid global surplus.
Retail sales decreased by 0.2 per cent last month, according to provisional figures from the Central Statistics Office (CSO).
The latest house-price data from the Central Statistics Office showed a slight drop across the board for the month on the back of a larger fall in January. Average prices in the Republic were 0.4% lower, while in Dublin the decrease was 0.7% – and 2.4% since the start of December. Property prices outside the capital were flat for February after dropping in January. Only Dublin apartment prices bucked the trend with a 2% rise. In its recent economic commentary , the ESRI also said the new mortgage rules would put a dampener on house prices, although this could come at the expense of extra houses being built to cope with undersupply.
Oil prices will not rebound to $100 a barrel because increased prices would draw more shale and other output from higher-cost producers to the market, said Mohammed al-Madi, Saudi Arabia’s governor to Opec. Saudi Arabia, the nation leading Opec in defending its share of the global oil market, will keep investing to maintain its current output capacity, he said. Brent oil, the global benchmark, declined almost 50 per cent in the past year as Saudi Arabia and others in Opec committed to maintain output amid a global surplus. US output is the highest in three decades as drillers pump crude from shale. The world needs $40 trillion of oil investments in the next two decades to meet growing demand led by emerging nations.
However, the figures show sales have increased by 8.2 % on an annual basis. If motor trades are excluded, there was a monthly increase of 0.4 per cent in the value of retail sales and an annual increase of 0.7 per cent. The sectors with the largest month-on-month volume increases were pharmaceuticals medical and cosmetic articles, which rose 4.5 per cent, and fuel which rose 4 per cent. In contrast, the sectors with the largest monthly decreases were department stores, which fell 2.1 per cent, furniture and lighting (-1.7 per cent) and bars (-1.6 per cent). There was a decrease of 0.5 per cent in the value of retail sales in February when compared with January and there was an annual increase of 4.4 per cent when compared with February 2015.
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Dublin’s status as financial hub improves in global index
Manufacturing prices up 5.2 per cent in year to February
10% Jump in Tourism Numbers since December
Dublin’s standing as a global financial hub enjoyed something of a bounce in the latest Global Financial Centres Index (GFCI). The city jumped 18 places to rank 52nd in the survey of 82 financial centres across the globe, putting it on a par with the likes of Mumbai and Bangkok.
Manufacturing prices rose by 5.2 per cent for the year ending February 28th, according to new figures published by the Central Statistics Office (CSO).
The number of tourists travelling to Ireland rose by 10% between December 2014 and February of this year.
However, the improvement only partially reverses Dublin’s dramatic decline in the wake of the financial crisis. Prior to 2010 it was always ranked within the top 30. In 2009 it ranked as high as 10th alongside cities like London, New York and Zurich. While the crash cut a swathe through the financial sector here – reducing the numbers of retail banks from 12 to five, Dublin still plays host to a huge funds industry, with the value of Irish-domiciled funds put at €1.3 trillion. The GFCI survey, which is produced by London-based think tank Z/Yen Group, rates financial centres on the basis of metrics such as business environment, financial sector development, infrastructure, human capital and reputation. New York, London, Hong Kong and Singapore remain the four leading global financial centres, with all four gaining points and retaining their respective ranks. The rankings of the top five western European centres – London, Zurich, Geneva,Luxembourg, and Frankfurt – were also unchanged from last time. Athens, Rome, Madrid, Lisbon and Reykjavik have languished at the foot of the European rankings since the emergence of euro-zone crisis in 2009. Some 11 of the top 12 Asia-Pacific centres, however, saw a rise in their ratings and rankings, with Busan in South Korea enjoying the largest rise, followed by Shenzhen and Taipei. All of the Chinese financial hubs rose, with Dalian, the southernmost city of northeast China, a new entry to the index, arriving in 51st place, one place above Dublin.
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This compared to a 4.1 per cent rise in prices in the year to January. The data show monthly factory gate prices were up by 0.9 per cent last month, as against a decrease of 0.2 per cent for the same month a year earlier.
Unemployment rate drops to 10.1% in February Ireland’s unemployment rate declined another 0.2% in February, to reach 10.1%, its lowest level since 2009 — the last time the percentage figure was in single digits. Latest data, published yesterday by the CSO, showed that 4,300 people came off the Live Register last month and back into work, reducing the seasonally adjusted total still on the register to 355,600. The number of long-term unemployed fell from 164,844 in January to 162,776 last month. The Government said the figures show the economic recovery is improving, with each person returning to employment saving the exchequer roughly €20,000 per year via reduced social welfare payments and increased tax revenue. It is targeting an unemployment rate of under 10% by the end of this year and so-called “full employment” by the end of 2018. That is taken to mean an unemployment rate of 3%to 5%. Employment grew 0.5% in the final quarter of 2014 together with recent strong exchequer returns and strong jobs data from IDA Ireland. However, small firms lobby group Isme has warned “incessant” calls by unions for wage increases risk impeding job creation in the SME sector.
According to new figures from the CSO, the number of visitors to Ireland increased by over 134,000 compared with the same three-month period last year. Trips by UK residents jumped 7.7% while the number of holidaymakers from other EU countries increased by 18.1%. Tourism Ireland is welcoming the news describing the figures as a positive start to 2015.
Ireland could add 5,000 jobs in FinTech by 2020 Some 5,000 jobs could be created in Ireland in the “fintech” industry over the next five years. This would represent a doubling in employment in this burgeoning part of the IFSC and would predominantly be driven by the projected spend on IT services by financial services firms in Ireland. Many financial services firms are struggling with outdated legacy platforms and IT architectures that are hampering their ability to grow and innovate. Fintech is a term for technology applied to financial services, usually to support back-office functions. More recently, it has been used for broader applications of technology, including front-end consumer products, and new entrants competing with existing players. Fintech was highlighted in the Government’s recently published IFS 2020 strategy with three action plans drawn up – greater sectoral collaboration, engaging both Irish-owned and foreign-owned small-and-medium-sized enterprises and multinationals; and supporting upskilling and mentoring programmes with participating companies.
LEGAL BRIEFS
Move to electronic transactions part of radical overhaul of conveyancing Last December, the Law Society, which represents solicitors, announced it was launching a project that will move the entire system of property conveyancing in Ireland to an automated and electronic platform ,with an implementation target date of December 2017. The recovery in the Irish property market has boosted the fortunes of the legal sector with property, construction and conveyancing – as well as pent-up demand for residential and commercial property – the key areas driving growth. The average transaction time is 22 weeks but the society said the e-conveyancing model towards which it had been working could reduce that to five working days, where the buyer had the funds available. As far back as 2008, the Law Society proposed a radical overhaul of existing conveyancing methods to simplify and speed up the legal verification of property transactions. The implementation phase of the e-conveyancing project has begun, with the project team now in place and working with all stakeholders to introduce e-conveyancing, a spokeswoman for the society said. When e-conveyancing is implemented, solicitors on both sides of a property transaction will exchange information and documents in a paperless way via a secure central hub. The hub will provide a secure central work area to allow solicitors and lenders to view information, exchange data and communicate information in real time in order to complete property transactions in a fraction of the time it currently takes. Home-buyers will see transaction times reduced to as little as five working days, reducing costs while increasing transparency and security.
Cybercrime a growing threat in Ireland Cybercrime is one of the biggest emerging problems for Irish households, and people must take appropriate steps to secure their personal information, a senior Garda has said. Speaking at the publication of the Crimestoppers annual report, Assistant Garda Commissioner Derek Byrne said a proportion of the 1,600 calls received by the confidential service last year concerned illegal cyber activity jeopardising the security of devices, data and banking information. Sometimes people are not aware that they’re working on open networks, and that the criminal networks are out there seeking to infect and take control of their computers. Although gardaí are closely following technologies being developed by Europol’s cybercrime centre and IT experts in University College Dublin, the rapidly-evolving nature of such activities means the threat remains prominent. A recent Crimestoppers report outlined that an average of 138 calls are received each month on the dedicated phoneline, leading to information being gathered in the areas of drug dealing, sexual crimes and paedophilia, and the recovery of stolen goods. Information received from the public in 2014 also helped to secure forensic evidence in the investigation of an attempted murder, while €25,000 worth of heroin, cocaine and cannabis was seized in Leinster following an anonymous tip-off.
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The Companies Act, 2014: a brief introduction Garvan Corkery, Barrister-at-Law
On 23 December 2014, President Higgins signed the Companies Act, 2014 into law. The Act is the largest ever passed by the Oireachtas, comprising 1,448 sections and 17 schedules. The new act replaces 17 Acts of the Oireachtas and 15 statutory instruments. It places Irish company law on a new footing. The new act aims to: - consolidate statutory company law, rationally reorganising so that provisions on a given subject appear together in one place; - to codify company law to an extent, to state clearly in legislation rules of company law that have emerged from the courts over time; and - to reform company law in certain areas, making it easier to do business. In terms of structure, the biggest change is in the relationship between the legislation and the reality on the ground. The great majority (ca. 85%) of Irish companies are private companies limited by shares (existing private companies). Until now, however, the Companies Acts have assumed that the ‘normal’ company is the public limited company. The new Act does two things to change the position. First, it simplifies the law on the ‘normal’ company, which is expected to be the ‘company limited by shares’ or CLS. Secondly, it sets out the main body of company law with specific reference to this reformed and simplified model of ‘normal’ company. The law relating to other forms of company is then stated separately for each as a series of exceptions and modifications to the basic law. The basic law is set out in parts 1 to 15 of the new Act. Parts 16 to 19 address the other forms of company, namely the designated activity company or DAC, the public limited company, the company limited by guarantee, and the unlimited company. Part 20 allows companies to switch from one form to another, allowing greater freedom than heretofore. The balance of the Act is addressed to matters of interest to financial services companies, and miscellaneous matters. While signed in to law, the Act has yet to be commenced. It is expected to commence in June 2015, though it is as yet unknown whether all provisions will be commenced together, or whether commencement will take place on a phased basis. While it is fair to say that the broad thrust of Irish company law remains the same, there are some significant changes. This article will say some more about the CLS and the DAC, before noting the conversion process and some changes that affect companies generally.
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The new normal: the CLS The CLS will have full and unlimited corporate capacity. Today, any Irish company is limited in what it can do to the activities specified in the objects clauses of its Memorandum of Association and acts incidental to those stated objects. This limitation binds the company and its directors. More frequently than is perhaps realised, it can create difficulty for a company, which finds itself engaged in an activity beyond its capacity, maybe because of inadvertence in the original drafting or a shift in its business over time, exposing itself, its directors and those dealing with it to difficulty and potential liability or loss. With the new Act, the normal company will be able to do whatever it wishes within the law.
The CLS will have, in place of the existing Memorandum and Articles of Association, a simplified one-part, single-document constitution. The CLS will be obliged to state at the end of its name the word ‘Limited’, which may be abbreviated to ‘LTD’, so that if the CLS is the chosen new form there will be no change of name. A CLS will need no more than one director, where at the moment a company needs at least two. However, if the CLS has only one director, it needs a separate secretary. The CLS will be able to dispense with the annual general meeting, even if it is not a single member company, replacing it with a paper-based exercise.
The Designated Activity Company (DAC) In simple terms, the DAC is like the CLS but with an objects clause and so a limit on activity. While it will likely suit the majority of existing private companies to adopt full unlimited capacity, some may prefer to retain the restriction, perhaps because it gives shareholders comfort that the company will carry on the business for which it was formed and not move to some other activity without their being consulted. They may also want a relatively simple form of private limited company with a share capital. Hence the DAC.
end of the 18-month transition period, the existing private company automatically converts to a CLS (though until conversion it is treated as a DAC). If conversion to a DAC by the simplified process is desired, it must be done within 15 months of commencement of the act. Other kinds of company will retain their existing forms, though they will obviously be subject to the reformed law as it applies to them.
With limited capacity, the DAC is the closest thing to the existing private company limited by shares. (Importantly, however, under the new Act an existing private company will automatically become a CLS and not a DAC, unless it choses otherwise.) The DAC is given capacity to do any act or thing stated in its objects, together with incidental acts. The directors are bound to ensure that the DAC conducts itself within the limits imposed by its objects, and shareholders may in certain circumstances apply to court to restrain the carrying on of activities outside of those objects. While creating those rules for insiders, the Oireachtas has also provided some protection for outsiders, who might be unfairly prejudiced were a DAC to seek to escape from a regretted deal by claiming a lack of capacity. The validity of an Act is not to be called into question by reason of anything contained in the DAC’s objects, and the counterparty is not bound to enquire as to the capacity of the DAC as it enters into the transaction. The DAC will have a single-document constitution, comprising two parts, first memorandum of association containing its objects, and secondly the articles of association regulating the rights attaching to shares and the conduct of its affairs. A DAC must have a minimum of two directors. The name of the DAC must end with the words “Designated Activity Company”, which may be abbreviated to “D.A.C.” or “DAC”.
Is action needed? Given that the Act provides for automatic conversion of an existing private company to the CLS if no action is taken, you might ask whether any action is needed. The answer is yes. Section 60 of the new Act requires directors either actively to chose and convert to some other form, or to convert to a CLS by registration of a new constitution, which must also be circulated to the company’s members. Their failure to do so may give rise to complaint from the members and potentially liability for breach of duty. Apart from that, a company should give some consideration to the form of incorporation that it wishes to adopt for the future, and also should consider whether the default rules of the new legislation in relation to the conduct of its affairs will suit. A company may have included bespoke provisions in its existing articles of association. While those bespoke provisions will survive to the extent that they don’t conflict with the new Act, an automatic conversion will leave a company uncertain as to what its constitution actually says. Moreover, until action is taken, the public file will contain the old memorandum and articles of association, which will no longer reflect the company’s actual constitution.
Other changes to note Without trying to be exhaustive about so large a piece of legislation, the following is a brief account of some other changes of note. Loans from Directors to Companies
Conversion The new Act provides for a simplified method of conversion of an existing private company to either a CLS or a DAC. The conversion of an existing private company to a CLS occurs by registration of the revised and simplified constitution with the registrar of companies. If no step to convert is taken before the
Section 236 and 237 of the new Act impose important new rules requiring loans made by directors to their companies to be properly documented. The failure to do so will lead to the loan being deemed to be interest free and subordinated to all other creditors. With these drastic consequences, and given the prevalence of loans from directors as a source of finance for Irish companies, directors are encouraged to give attention to the new rules without delay to protect their interests.
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Directors’ fiduciary duties codified
New forms of transaction
For the first time, a director’s principal fiduciary duties are conveniently described in one place, in sections 227 and 228 of the new Act.
Companies will now be able to merge and divide, simplifying corporate transactions. Divisions may be of particular interest where those running a company no longer get on and want to go their separate ways.
Directors’ compliance statement This concept – on the statute books for more than a decade but never commenced – will now come to life in more focussed form for larger companies (with a balance sheet total and turnover respectively exceeding €12.5m and €25m). Age Qualification for Directors Under section 131, it is provided for the first time that a director must be at least 18 years old. Board Minutes Section 166 introduces new mandatory requirements for the keeping of proper board minutes. Secretary Directors are obliged to ensure that the company secretary has the skills needed for the job. Shareholder written resolutions The Act introduces greater flexibility, allowing for majority shareholder written resolutions, where previously this paper-based approval required unanimity.
Name Changes: consequential action Where, because of conversion to a new form, a company’s name changes, the directors should bear in mind that this will bring a need to revisit the company stationary, its website and other instances where its name appears, for example in regulatory certifications for its services and products, whether in Ireland or elsewhere. Winding Up Petitions The threshold liability for the presentation of a petition to wind up a company goes up from ca. €1,300 to €10,000. Voluntary Strike Off The existing administrative procedure has been put on a statutory footing.
Conclusion While as noted the broad thrust of Irish company law remains as was, the new Act is to be welcomed both for consolidating and simplifying the law and for the reforms that it brings.
*Garvan Corkery is a practicing barrister specialising in commercial law.
Plain packaging for cigarettes signed into law in Ireland President Michael D Higgins has signed legislation enforcing plain packaging for cigarettes, making Ireland just the second country to do so. The enactment of the law is expected to prompt cigarette companies to initiate court challenges against the Government to block commencement of the legislation. The Public Health (Standardised Packaging of Tobacco) Bill 2014 has proved controversial with producers. It passed the Seanad earlier this month following some final amendments to the title of the Bill. Once in practice, the law means all cigarette packaging will be devoid of branding and will be permitted only to display the name on top, while a health warning will cover the entire packet. It is hoped the new rules will act as a disincentive to children from taking up smoking. Only Australia has enacted similar legislation. The Minister for Children James Reilly has said the Government anticipates legal action to be initiated by tobacco producers once the legislation was signed into law.
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Mike Sheehy
Breon Manning
Business Development
Financial Advisor
Mike has worked in the Financial Services and Property industry for the past 9 years. He gained his Bachelor of Business Studies degree in Economics and Finance through the University of Real Estate through IPAV and the Cork Institute of Technology. He enjoys 7-a-side soccer, running and the very occasional round of golf. Favourite movies include Training Day, The Usual Suspects and Goodfellas. When Mike isn’t chasing around after his two little girls they are watching their favourite movies Toy Story, Frozen and The Little Mermaid.
Breon has been in the financial services industry for 14 years. Throughout his career he has gained specialist knowledge in all areas of financial planning, investment monitoring, portfolio construction and management as well as annuities and protection planning. Breon is a Qualified Financial Adviser (QFA) and a TMITI Registered Tax Consultant. He holds specialist Diplomas in Wealth Management (Institute of Bankers) and Pensions (LIA) and is a Fellow of the Life Insurance Association of Ireland (FLIA). Breon also holds the designation of Registered Stockbroker (not practising). When Breon isn’t hard at work he enjoys a round of golf, swims and goes spinning to keep fit. He is married to Katrina and is kept busy at home with 3 cats and mans best friend Red.
Jean Manning
Patricia Radley
Financial Administrator
Marketing Coordinator
Jean joined Manning Financial in 2013. She holds a Bachelor of
Patricia is responsible for overseeing the implementation of - the
Property Management and Valuations. Jean intends to follow in
graduated with a PhD in Education from UCC and also holds an MSC inFood Business, a BBS in Marketing and a Postgraduate Diploma in Digital Marketing. She is also a member of the Marketing Institute. She. is a volunteer adult literacy tutor and enjoys reading, travelling and supports Manchester Utd.
Spinning, TRX and Kettlebells. She also has a secret love for watching Darts!
Molly O' Shea Marketing Intern Molly assists in all marketing activities at Manning Financial. A born and raised San Franciscan, Molly moved to Cork last January. She attended college in New York where she played Marketing and an MBA in Management with a Sports and Enter-
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Breon Manning Financial Ltd. trading as Sheehy & Manning Financial is regulated by The Central Bank of Ireland.