Finance (Tax Appeals and Prospectus Regulation) Act 2019

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PART 1

Preliminary and General

Section 1

Section 2

PART 2

Tax Appeals

Section 3

Section 4

Section 5

Section 6

Section 7

Section 8

Section 9

Section 10

Section 11

Section 12

Section 13

Section 14

PART 3

Prospectus Regulation

Section 15

Section 16

Section 17

Section 18

Section 19

Section 20

Section 21

Section 22

Section 23

Section 24

Section 25

PART 1

Preliminary and General Short title and commencement 1. (1) This Act may be cited as the Finance (Tax Appeals and Prospectus Regulation) Act 2019.

Definitions 2. In this Act— “Act of 1997” means the Taxes Consolidation Act 1997 ; “Act of 2014” means the Companies Act 2014 ; “Act of 2015” means the Finance (Tax Appeals) Act 2015 .

PART 2

Tax Appeals Amendment of section 2 of Act of 2015 3. Section 2 of the Act of 2015 is amended by the insertion of the following definition: “‘chairperson’ means the chairperson of the Commission;”.

Amendment of section 3 of Act of 2015 4. Section 3 of the Act of 2015 is amended by the insertion of the following subsection after subsection (5): “(6) The Commission may enter into agreements with other persons for the purposes of the performance of the functions of the Commission.”.

Appointment and functions of chairperson 5. The Act of 2015 is amended by the insertion of the following sections after section 4: “Appointment of chairperson of Commission 4A. (1) The chairperson shall be appointed by the Minister from among persons in respect of whom a recommendation has been made under subsection (2).

Resignation of chairperson 4B. (1) A chairperson may resign by written notice to the Minister stating his or her intention to do so.

Removal from office of chairperson 4C. (1) The Minister may at any time, for stated reasons, remove a chairperson from office for misbehaviour.

Cessation of term of office of chairperson 4D. The term of office of a chairperson shall cease on the date that is the earliest to occur of the following: (a) the date of the expiry of his or her term of office as chairperson; (b) the date of his or her resignation or removal from office as a Commissioner; (c) the date of his or her resignation or removal from office as chairperson; (d) the date of he or she ceasing to hold office as a Commissioner in accordance with section 18.

Temporary incapacity of chairperson 4E. Where the chairperson is for any reason temporarily unable to act as chairperson, the Minister may appoint another Commissioner to be the chairperson for the duration of that inability and the Commissioner so appointed may, for that duration, perform all of the functions assigned to the chairperson.

Functions of chairperson 4F. (1) The chairperson shall carry on and manage, and control generally, the administration and business of the Commission and such other functions as are assigned to him or her by or under this Act.

Reporting to chairperson 4G. (1) The chairperson may request a Commissioner to provide a report to the chairperson in relation to the functions, or any particular function, performed by that Commissioner under this Act or Part 40A of the Act of 1997.

Amendment of section 6 of Act of 2015 6. Section 6(2) of the Act of 2015 is amended— (a) in paragraph (j), by the substitution of “the High Court, and” for “the High Court,”, and (b) by the deletion of paragraph (k).

Amendment of section 8 of Act of 2015 7. Section 8(2) of the Act of 2015 is amended by the substitution of “Subject to subsections (6) and (7) and section 4A(10)” for “Subject to subsections (6) and (7)”.

Amendment of section 13 of Act of 2015 8. Section 13 of the Act of 2015 is amended by the insertion of the following subsection after subsection (5): “(6) The sum of the periods of a person’s terms of appointment as Commissioner (including where that person is deemed to be appointed as a Commissioner under section 4A(10)(a)) shall not exceed 14 years.”.

Amendment of section 14 of Act of 2015 9. Section 14 of the Act of 2015 is amended— (a) in subsection (2), by the substitution of “each Commissioner, other than the chairperson,” for “each Commissioner”, and (b) in subsection (3), by the substitution of “any other office (other than, in the case of the chairperson, the office of chairperson)” for “any other office”.

Terms and conditions of chairperson’s appointment 10. The Act of 2015 is amended by the insertion of the following section after section 14: “Terms and conditions of chairperson’s appointment 14A. (1) Subject to subsection (2), the appointment of a person as chairperson shall be subject to such terms and conditions as the Minister, after consultation with the Minister for Public Expenditure and Reform, determines.

Amendment of section 21 of Act of 2015 11. Section 21 of the Act of 2015 is amended— (a) in subsection (1)— (i) by the substitution of “chairperson” for “Commissioners”, and (ii) by the substitution of “the functions of the Commissioners” for “their functions”, (b) in subsection (2), by the substitution of “chairperson” for “Commissioners”, (c) in subsection (5)— (i) by the substitution of “chairperson” for “Commissioners”, and (ii) by the substitution of “the activities of the Commissioners” for “their activities”, (d) in subsection (6), by the substitution of “require the chairperson” for “require the Commissioners”, (e) in subsection (7), by the substitution of “chairperson” for “Commissioners”, and (f) in subsection (8)— (i) by the substitution of “require the chairperson” for “require the Commissioners”, and (ii) by the substitution of “in his or her opinion” for “in their opinion”.

Amendment of section 949AP of Act of 1997 12. Section 949AP of the Act of 1997 is amended by the substitution of the following subsection for subsection (3): “(3) The notice referred to in subsection (2) shall— (a) state in what particular respect the party concerned is dissatisfied with the determination, (b) state in what particular respect the determination is alleged to be erroneous on a point of law, (c) be sent to the Appeal Commissioners within 21 days after the date of the notification of their determination under section 949AJ(1), and (d) be sent to the other party when it is being sent to the Appeal Commissioners.”.

Amendment of section 949AQ of Act of 1997 13. Section 949AQ of the Act of 1997 is amended by the insertion of the following subsections after subsection (7): “(7A) The party requesting the case stated shall— (a) compile a copy of the exhibits specified in the case stated, and (b) include the copy of the exhibits so compiled with the case stated when sending it to the High Court in accordance with subsection (7). (7B) Where the party requesting the case stated does not have within his or her possession or control or within his or her procurement, for the purposes of complying with subsection (7A), a copy of an exhibit specified in the case stated, the party requesting the case stated may request the Appeal Commissioners to instruct, by notice in writing, the other party to provide a copy of the exhibit to the party requesting the case stated. (7C) Where the Appeal Commissioners receive a request under subsection (7B) from the party requesting the case stated, the Appeals Commissioners may instruct, by notice in writing, the other party to provide a copy of the exhibit to the party requesting the case stated. (7D) Where a party receives a notice under subsection (7C) and the exhibit to which the notice relates is within that party’s possession or control or within his or her procurement, that party shall provide a copy of the exhibit within the time specified in the notice.”.

Amendment of section 2 of Civil Service Regulation Act 1956 14.

Section 2

PART 3

Prospectus Regulation Amendment of section 1348 of Act of 2014 15. Section 1348 of the Act of 2014 is amended— (a) in subsection (1)— (i) by the deletion of the definition of “2003 Prospectus Directive”, (ii) by the substitution of the following for the definition of “EU prospectus law”: “‘EU prospectus law’ means— (a) the Prospectus Regulation, and (b) the delegated acts;”, (iii) in the definition of “expert”, by the deletion of “, save where a different construction in respect of that expression applies for the purposes of this Chapter by virtue of Irish prospectus law,”, (iv) by the substitution of the following for the definition of “Irish prospectus law”: “‘Irish prospectus law’ means— (a) the Domestic Regulations, and (b) the law of the State giving effect or further effect to the delegated acts;”, (v) by the substitution of the following for the definition of “local offer”: “‘local offer’ means an offer of securities to the public in the State where— (a) the offer expressly limits the amount of the total consideration for the offer to more than €100,000 and less than €8,000,000 (and the means by which that limit shall be calculated, in particular in the case of a series of such offers of securities, shall be the same as that provided for by the Domestic Regulations in relation to analogous limits specified by the Domestic Regulations for any purpose), (b) the securities are other than those referred to in any of— (i) points (a) to (f) of Article 1(2), (ii) Article 1(4)(j), or (iii) point (i) of the first subparagraph of Article 1(5), of the Prospectus Regulation, and (c) the offer is not of a kind described in any of— (i) points (a) to (d) of Article 1(4), or (ii) Article 5(1), of the Prospectus Regulation;”, (vi) by the deletion of the definition of “offer of securities to the public”, (vii) in the definition of “offering document”, by the substitution of “Prospectus Regulation” for “2003 Prospectus Directive”, (viii) by the substitution of the following for the definition of “Prospectus Regulation”: “ ‘Prospectus Regulation’ means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 20173 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC;”, (ix) in the definition of “securities”, by the substitution of “the Prospectus Regulation” for “Irish prospectus law”, and (x) by the insertion of the following definitions: “ ‘delegated act’ means a delegated act, for the time being in force, adopted by the Commission of the European Union in accordance with Article 44 of the Prospectus Regulation;

‘Domestic Regulations’ means the law of the State (other than, save where the context otherwise admits, this Chapter) giving further effect to the Prospectus Regulation;”, and (b) by the substitution of the following subsection for subsection (2): “(2) A word or expression that is used in this Chapter and is also used in the Prospectus Regulation shall have in this Chapter the same meaning as it has in that Regulation, unless the contrary intention appears.”.

Amendment of section 1349 of Act of 2014 16. Section 1349(1) of the Act of 2014 is amended— (a) in subparagraph (vi), by the substitution of “time.” for “time;”, and (b) by the deletion of subparagraphs (vii) and (viii).

Amendment of section 1350 of Act of 2014 17. Section 1350 of the Act of 2014 is amended— (a) by the substitution of the following subsection for subsection (1): “(1) A person shall not be liable under section 1349 solely on the basis of a summary of a prospectus or the specific summary of an EU Growth Prospectus (including a translation of either such summary), unless— (a) it is misleading, inaccurate or inconsistent when read together with other parts of the prospectus, or (b) it does not provide, when read together with other parts of the prospectus, key information in order to aid investors when determining whether to invest in the securities concerned.”, and (b) by the deletion of subsection (1A).

Amendment of section 1351 of Act of 2014 18. Section 1351(a) of the Act of 2014 is amended, in subparagraph (II), by the substitution of “the Domestic Regulations” for “Irish prospectus law”.

Amendment of section 1354 of Act of 2014 19. Section 1354 of the Act of 2014 is amended, in subsection (1)— (a) by the substitution of the following paragraph for paragraph (a): “(a) giving further effect to the Prospectus Regulation; and”, and (b) in paragraph (b), by the substitution of “delegated acts” for “Prospectus Regulation”.

Amendment of section 1357 of Act of 2014 20. Section 1357 of the Act of 2014 is amended— (a) in subsection (1), by the substitution of “the Domestic Regulations” for “Irish prospectus law”, and (b) in subsection (2), by the substitution of “the Domestic Regulations” for “Irish prospectus law”.

Amendment of section 1361 of Act of 2014 21. Section 1361 of the Act of 2014 is amended— (a) in subsection (1)— (i) by the substitution of “An offeror shall not publish an offering document, prepared for a local offer, unless that offering document contains the following statements in print in clearly legible type:” for “An offering document prepared for a local offer shall contain the following statements in print in clearly legible type:”, and (ii) by the substitution of the following paragraph for paragraph (a): “(a) on the front page or otherwise in a prominent position: ‘This document, — has not been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 or any measures made under that Regulation or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Regulation or those measures, — has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state, and therefore may not contain all the information required where a document is prepared pursuant to that Regulation or those laws.’;”, (b) by the substitution of the following subsection for subsection (3): “(3) An offeror who contravenes subsection (1) shall be guilty of a category 3 offence.”, and (c) by the insertion of the following subsections after subsection (4): “(5) An offeror shall not publish an offering document, prepared for a local offer, which is misleading as regards the past performance or possible future performance of the security to which the offering document relates.

Amendment of section 1363 of Act of 2014 22. Section 1363 of the Act of 2014 is amended— (a) in subsection (1), by the substitution of “the Domestic Regulations” for “Irish prospectus law”, (b) in subsection (2)— (i) in each place where it occurs, other than in paragraph (a), by the substitution of “EU prospectus law or Irish prospectus law” for “Irish prospectus law”, and (ii) in paragraph (a), by the substitution of “EU prospectus law and Irish prospectus law” for “Irish prospectus law”, (c) by the deletion of subsection (3), (d) in subsection (4), by the substitution of “EU prospectus law or Irish prospectus law” for “Irish prospectus law” in each place where it occurs, (e) in subsection (6)— (i) by the substitution of “EU prospectus law or Irish prospectus law” for “Irish prospectus law”, and (ii) by the substitution of “Prospectus Regulation” for “2003 Prospectus Directive”, (f) by the substitution of the following for subsection (7): “(7) The provisions of the Domestic Regulations that relate to the imposition of administrative sanctions shall apply in relation to a contravention of rules under this section as they apply in relation to a contravention of a provision of EU prospectus law and, accordingly, a sanction that may be imposed pursuant to those provisions of the Domestic Regulations in respect of a contravention of a provision of EU prospectus law may, in accordance with the Domestic Regulations, be imposed in respect of a contravention of rules under this section.”, and (g) in subsection (8), by the substitution of “EU prospectus law or Irish prospectus law” for “Irish prospectus law”.

Amendment of section 1364 of Act of 2014 23. The Act of 2014 is amended by the substitution of the following section for section 1364: “Certain agreements void 1364. (1) A condition— (a) requiring or binding an applicant for securities to waive compliance with any requirement of— (i) this Chapter, (ii) Irish prospectus law, (iii) Irish prospectus law, within the meaning of this Chapter as it stood on the relevant date, (iv) EU prospectus law, or (v) EU prospectus law, within the meaning of this Chapter as it stood on the relevant date, or (b) purporting to affect an applicant for securities with notice of any contract, document or matter not specifically referred to in the prospectus concerned where— (i) EU prospectus law, or (ii) EU prospectus law, within the meaning of this Chapter as it stood on the relevant date, applies, shall be void.

Amendment of section 1551 of Act of 2014 24. Section 1551(11) of the Act of 2014 is amended, in paragraph (c), by the substitution of “Commission Regulation (EC) No. 809/2004 of 29 April 20044 ” for “the Prospectus Regulation (within the meaning of section 1348)”.

Transitional provisions 25. (1) Subject to subsection (2), in the case of a prospectus approved under the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) before 21 July 2019, the amendments effected by this Part shall not apply until the earlier of— (a) 21 July 2020, and (b) the end of the validity of the prospectus.

1 O.J. No. L 119, 4.5.2016, p. 1.

2 O.J. No. L 119, 4.5.2016, p. 89.

3 O.J. No. L 168, 30.6.2017, p. 12.

4 O.J. No. L 149, 30.4.2004, p. 1.

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