Transaction With Irish Parent With US Or Other Listing Including Inverted Companies

Author:Mr John Gulliver, Cormac Brown, Robert Henson, David O'Donnell and Justin McKenna
Profession:Mason Hayes & Curran

In late 2009 and early 2010 numerous multi-national corporates took steps to adopt a parent tax-resident and incorporated in Ireland. Major multi-nationals, with Irish parents include Accenture, Cooper Industries plc, Covidien plc, CRH, Elan Corporation plc, ICON plc, Ingersoll-Rand plc, James Hardie Industries SE, Ryanair, Seagate Technology plc, Warner Chilcott plc, Willis Group Holdings plc and XL Group plc. Two hurdles immediately arise where such companies undertake corporate activity: i) notwithstanding their obligations under other legal codes, such companies must comply with the Irish Takeover rules, Irish capital maintenance requirements, and Irish requirements to disclose beneificial ownership of voting share capital. ii) where such companies propose to issue shares to acquire assets, Irish stamp (transfer) duty at rates of up to 6% of the...

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