Central Bank and Credit Institutions (Resolution) Act 2011

50.— (1) On and after the transfer of assets and liabilities under a transfer order, in relation to property referred to in paragraph (d) or (e) of subsection (4) of section 49 or a security referred to in paragraph (f) of that subsection, transferred by the order—

(a) notwithstanding any provision of an Act referred to in subsection (2) or any other Act that provides for the registration of assets or security, or any details of assets or security, a transferee is not required to become registered as owner of the security,

(b) notwithstanding sections 62 and 64 of the Registration of Title Act 1964, a transferee has, in relation to any charge that is or is part of such a security, the powers of a mortgagee under a mortgage by deed, even though the transferee is not registered as owner of the charge,

(c) the transferee has the powers and rights conferred on the registered owner of a charge by the Registration of Title Act 1964, and

(d) if the transfer order effects an extension of or in relation to the security so as to include future advances by or future liabilities to the transferee, the extension need not be registered under any Act referred to in subsection (2) under which it would otherwise be required to be registered, but operates for the purposes of those Acts as if made by deed duly registered under that Act on the time of the transfer.

(2) The Acts referred to in paragraphs (a) and (d) of subsection (1) are the following:

(a) the Bills of Sale (Ireland) Acts 1879 and 1883;

(b) the Agricultural Co-operative Societies (Debentures) Act 1934;

(c) the Act of 1963;

(d) the Registration of Deeds and Title Acts 1964 and 2006;

(e) the Agricultural Credit Act 1978;

(f) the Patents Act 1992;

(g) the Trade Marks Act 1996;

(h) the Taxes Consolidation Act 1997.

51.. Transfer of foreign assets and liabilities.

51.— (1) In this section—

“foreign asset” means an asset in which the transfer or assignment of any right, title or interest to be transferred under a transfer order is governed in whole or in part by the law of a state (including the law of a territorial unit of a state) other than the State;

“foreign law”, in relation to a foreign asset or a transaction that relates to a foreign asset, means the law of a state (including the law of a territorial unit of a state) other than the State;

“foreign liability” means a liability in which the transfer or assignment of any right, title or interest to be transferred under a transfer order is governed in whole or in part by the law of a state (including the law of a territorial unit of a state) other than the State.

(2) This section applies in relation to the transfer of a foreign asset or foreign liability expressed to be transferred by a transfer order, where—

(a) the transfer order is not recognised under the relevant foreign law, or

(b) the transfer order is otherwise not fully effective, under the relevant foreign law, to transfer the asset or liability.

(3) To the extent that a liability expressed to be transferred under a transfer order is or includes a foreign liability—

(a) if the law governing the transfer of the foreign liability permits the transfer or assignment of that liability, the transferor and transferee shall do everything required by that law to give effect to the transfer or assignment, and

(b) to any extent that that law does not permit the transfer or assignment of the foreign liability, the transferee is responsible for discharging the transferor’s obligations under that liability.

(4) To the extent that an asset expressed to be transferred by a transfer order is or includes a foreign asset—

(a) if the law governing the transfer or assignment of the foreign asset permits the transfer or assignment of that asset, the transferor shall do everything required by that law to give effect to the transfer, and

(b) to the extent that that law does not permit the transfer or assignment of the foreign asset, the transferor shall do all that is possible to do under that law to assign to the transferee the greatest possible interest in the foreign asset.

(5) The transferor, to the extent that an asset is one to which subsection (4)(b) applies—

(a) is subject to duties, obligations and liabilities as nearly as possible corresponding to those of a trustee in relation to that asset, and

(b) shall hold that asset for the benefit and to the direction of the transferee,

in each case so far as possible consistent with the nature of, and the terms and conditions of the transfer of, that asset.

(6) A trust, duty, obligation or liability created or constituted by this section shall not be taken to constitute a security interest.

(7) The transferor shall obtain, make, maintain and comply with any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration that is necessary in the State and in any other place in connection with ensuring the validity and enforceability of any act, matter or thing referred to in this section.

(8) In the case of a transfer order that transfers a foreign asset or foreign liability of a subsidiary or holding company of an authorised credit institution, that credit institution shall ensure that the subsidiary or holding company complies with the obligation of the transferor under subsection (7).

52.. Application of Bankers’ Books Evidence Acts 1879 to 1989.

52.— (1) The Bankers’ Books Evidence Acts 1879 to 1989 apply with respect to any books of the transferor transferred to the transferee in connection with the assets and liabilities transferred by a transfer order and to entries made in those books before the time of the transfer.

(2) In subsection (1) “books” includes ledgers, day books, cash books, account books and all other books and records used in the ordinary business of the transferor before the time at which the transfer has effect.

53.. Stamp duty.

53.— (1) Stamp duty is not chargeable on a transfer order, an order varying or amending a transfer order, an order setting aside a transfer order or an ancillary agreement entered into between a transferor and a transferee.

(2) Stamp duty is not chargeable on any instrument executed in order to give legal effect to a transfer effected or taken to be effected by a transfer order.

PART 6 Special management

54.. Interpretation (Part 6).

54.— For the purposes of this Part, an authorised credit institution, or a subsidiary or holding company of an authorised credit institution, is under special management if the Court has made a special management order appointing a special manager to it, and the special management has not terminated under section 74.

55.. Preconditions for making a proposed special management order.

55.— The Bank may make a proposed special management order in relation to an authorised credit institution, or a subsidiary or holding company of the authorised credit institution if it decides that—

(a) the intervention conditions are fulfilled in relation to that credit institution, and

(b) a special management order is necessary in all the circumstances.

56.. Proposed special management order — written notice.

56.— (1) Subject to subsection (3), before making a proposed special management order in relation to an authorised credit institution, or a subsidiary or holding company of an authorised credit institution, the Bank shall—

(a) deliver a written notice to the authorised credit institution, subsidiary or holding company and, if the notice is delivered to a subsidiary or holding company, to the authorised credit institution concerned, describing the terms of the proposed special management order, accompanied by a summary of the reasons why the Bank believes that the intervention conditions are fulfilled,

(b) afford that credit institution and, if applicable, the authorised credit institution, 48 hours, or a shorter period on which the Bank and that credit institution agree, in which to make written submissions to the Bank, and

(c) consider any submissions made under paragraph (b).

(2) If the Bank proposes that any power of the special manager should be exercisable immediately, the Bank shall state, in the written notice, that fact and the reasons why the order should have that effect.

(3) Subsections (1) and (2) do not apply if—

(a) the Bank has consulted the authorised credit institution concerning the terms of the proposed special management order and that credit institution has consented to the making of a special management order in those terms, or

(b) exceptional circumstances (within the meaning of subsection (4)) exist.

(4) Exceptional circumstances for the purposes of subsection (3) exist if—

(a) there is an imminent threat to the financial stability of that credit institution and the Bank is of the opinion that compliance with subsection (1) would result in significant damage to the financial stability of that credit institution,

(b) there is an imminent threat to the stability of the financial system in the State and the Bank is of the opinion that compliance with that subsection would result in significant damage to the stability of that financial system, or

(c) the Bank has reasonable grounds for believing that—

(i) confidentiality in relation to the proposed special management order, or the possibility of the making of a special management order, would not be maintained, and

(ii) the breach of such confidentiality would have significant adverse consequences.

(5) If the Bank makes a proposed special management order in relation to an authorised credit institution and the intention of the proposed special management order or part of it is the preservation or restoration of the financial position of a credit institution, the Bank shall declare in the proposed special management order that the proposed special management order or part is made with that intention, in accordance with the CIWUD Directive.

57.. Proposed special management order — contents.

57.— A proposed special management order—

(a) shall set out the right of the authorised credit institution concerned to make submissions in relation to the proposed application,

(b) shall specify the period in which the authorised credit institution may make such submissions,

(c) if it is proposed that any power of the special manager is to be exercisable immediately, shall specify the reasons why the special management order should have that effect,

(d) if the special management order is to be sought to appoint a special manager to a subsidiary or holding company of that credit institution, shall set out the name of the subsidiary or holding company, and

(e) shall set out such other provisions as the Bank may consider appropriate.

58.. Hearing of application for special management orders — procedure.

58.— (1) As soon as may be after completion in relation to a proposed special management order, of the procedures required by section 56, the Bank shall apply ex parte to the Court for an order (referred to in this Act as a “special management order”) in the terms of the proposed special management order.

(2) A report prepared by the Bank (whether or not prepared specifically for the purpose of the application) in relation to matters within the Bank’s responsibilities, including the financial position of the authorised credit institution concerned, is admissible in evidence at the hearing of the application.

(3) The Court, when hearing an application under subsection (1), shall, if satisfied that the requirements of section 56 have been complied with, and that the decision of the Bank was reasonable and was not vitiated by any error of law, make a special management order in the terms of the proposed special management order (or those terms as varied by the Bank after consideration of any submission made under section 56(1)(b)).

(4) If the Bank has declared the intention of preserving or restoring the financial position of a credit institution in a proposed special management order, and the Court is satisfied that the Bank has that intention, the Court shall declare in the relevant special management order that the order or the relevant part of it is a reorganisation measure for the purposes of the CIWUD Directive.

(5) The Court shall order that a power of a special manager is to be exercisable immediately if the Court is satisfied that it is necessary, in all the circumstances, for the order to have that effect.

(6) The Court may make a special management order on terms other than those in the proposed special management order (or those terms as varied by the Bank after consideration of any submission made under section 56 (1) (b)) only if the court is satisfied that—

(a) there has been non-compliance with any of the requirements of section 56 or that the decision of the Bank was unreasonable or vitiated by an error of law,

(b) it would be appropriate to do so, having regard to any report referred to in subsection (2), and

(c) the intervention conditions have been fulfilled in relation to the authorised credit institution concerned.

59.. Publication of special management orders.

59.— (1) The Bank shall, as soon as practicable after a special management order is made—

(a) serve a copy of the special management order on the authorised credit institution, and, if the subject of the special management order is a subsidiary, or holding company of the authorised credit institution, on the subsidiary or holding company, and

(b) publish the order in 2 newspapers circulating generally in the State.

(2) In a particular case, the Bank may, if the Bank thinks it necessary to do so, publish a special management order by an additional means or in an additional place.

(3) Without delay after the service of the copy of the special management order, the authorised credit institution shall take all reasonable measures to ensure that its members, and, if the subject of the special management order is a subsidiary or holding company of the authorised credit institution, the members of the subsidiary or holding company, are made aware of the order, including, without limiting the generality of the foregoing—

(a) where the shares of the authorised credit institution are traded from time to time on a financial market (whether a regulated market or not), making an announcement that relates to the existence of the special management order and its effect, to a regulatory news service generally used by credit institutions in the State for the purposes of announcements to such markets, and

(b) providing a copy of the special management order to the regulatory news service referred to in paragraph (a).

60.. Application to vary special management order.

60.— The Bank may apply—

(a) on notice, or

(b) in urgent circumstances, ex parte,

to the Court to vary a special management order.

61.. Application to set aside special management order.

61.— (1) The authorised credit institution, subsidiary or holding company in relation to which a special management order is made, or a member of that credit institution, subsidiary or holding company, may apply to the Court by motion on notice grounded upon affidavit, not later than 14 days after the publication, in accordance with subsection (1)(b) of section 59, of the special management order, for the setting aside of the special management order.

(2) The Court shall give such priority to an application under subsection (1) as is necessary in the circumstances, and may give such directions as it considers appropriate in the circumstances—

(a) with regard to the hearing of the application, or

(b) with regard to a matter that arises during the period beginning with the special management order and ending with the order of the Court under this section.

(3) On an application under subsection (1), the Court shall set aside the special management order only if the Court is satisfied that there has been non-compliance with any of the requirements of section 56 or that the decision of the Bank was unreasonable or vitiated by an error of law.

(4) The Court may, instead of setting aside the special management order, make an order varying or amending that order in the manner it considers appropriate if the Court is satisfied that—

(a) there has been non-compliance with any of the requirements of section 56 or that the decision of the Bank was unreasonable or vitiated by an error of law,

(b) it would be appropriate to do so, having regard to any report referred to in section 58(2), and

(c) the intervention conditions have been fulfilled in relation to the authorised credit institution concerned.

(5) An order under subsection (4) is, from the date of making it, effective to vary or amend the special management order without prejudice to the validity of anything previously done under the special management order.

(6) If the Court sets aside a special management order, the appointment of the special manager shall be taken to have been terminated, but—

(a) he or she remains entitled to be paid, out of the assets of that credit institution, his or her costs, expenses and remuneration, and

(b) the termination does not render invalid anything done by the special manager under the special management order.

(7) Where, instead of making an order under subsection (3) setting aside a special management order, or an order under subsection (4) varying or amending a special management order, the Court, on application under subsection (1) makes an order refusing to set aside a special management order, the special management order shall be taken to have been effective as if the application under this section had not been made.

(8) The Court, in considering the order it wishes to make under this section, may, where the applicant is a member of the credit institution, subsidiary or holding company the subject of the special management order, have regard to—

(a) the date on which the applicant became a member of that credit institution, subsidiary or holding company, or increased or decreased the number of shares that the applicant held in that credit institution, subsidiary or holding company, and

(b) the value of the shares acquired by or disposed of by the member—

(i) as at the date or dates on which the shares were acquired or disposed of, as the case may be, and

(ii) as at the date on which the special management order concerned was made.

62.. Content of special management order.

62.— (1) The Court may, in accordance with this Part, make an order in relation to an authorised credit institution appointing a special manager to—

(a) the authorised credit institution, or

(b) a subsidiary or holding company of that credit institution.

(2) The person named in a special management order as the special manager of an authorised credit institution or a subsidiary or holding company of such a credit institution, shall be a person who has, in the Bank’s opinion, the requisite knowledge, expertise and experience of the financial services sector to be the special manager of that credit institution, subsidiary or holding company.

(3) A special management order shall specify the following:

(a) the name of the special manager,

(b) the name of the authorised credit institution concerned, or, if the special management order appoints a special manager to a subsidiary or holding company of that credit institution, the name of the subsidiary or holding company,

(c) the period not exceeding 6 months during which the authorised credit institution, subsidiary or holding company concerned is to be under special management, and

(d) if the special manager is to take over only part of the business of that credit institution, subsidiary or holding company, a description of that part.

(4) A special management order shall fix the basis of the calculation of the costs, expenses and remuneration payable to the special manager, and may do so in respect of work done before the making of the special management order.

(5) A special management order shall include the terms of appointment of the special manager, and may—

(a) specify particular matters that are to be reserved for decision or approval by the Bank, or

(b) direct the special manager (subject to regulatory requirements) to take particular action or refrain from taking particular action.

63.. Terms of appointment.

63.— The special manager shall be appointed for the period of the special management set out in the relevant special management order.

64.. Remuneration, etc., of special managers.

64.— A special manager is entitled to be paid his or her costs, expenses and remuneration, and to retain the amount of those costs, expenses and remuneration, out of the revenue of the business of the authorised credit institution, subsidiary or holding company concerned or the proceeds of the realisation of the assets (including investments) or other funds available to that credit institution, subsidiary or holding company.

65.. Resignation and vacancy in office, etc.

65.— (1) A special manager may resign by giving 2 months’ written notice addressed to the Bank.

(2) The Bank may remove a special manager at any time for any reason.

(3) If a special manager resigns or is removed, the Bank may appoint another special manager by instrument in writing.

(4) The resignation or removal of a special manager does not of itself terminate the special management of the authorised credit institution, subsidiary or holding company concerned.

66.. Effect of special management order — general.

66.— (1) A special management order has effect—

(a) immediately, to the extent that the Court so orders,

(b) if an application is made under section 60 or 61, at the time ordered by the Court on hearing that application, or

(c) if no such application is made—

(i) at the time ordered by the Court, or

(ii) if the Court makes no order as to the time of effect, 5 working days after the publication of the order under section 59.

(2) If the Court orders that a special management order is to have effect immediately, the Court may order that, for a period ordered by the Court—

(a) a function of the special manager does not apply to the special manager or applies only to the extent ordered by the Court,

(b) a power of the special manager is not to be exercisable, or is to be exercisable only to the extent ordered by the Court, or

(c) a particular power of the special manager shall not be exercised without the leave of the Court.

67.. Functions of special managers.

67.— (1) The special manager of an authorised credit institution, subsidiary or holding company shall take over the management of the business, or the relevant part of the business, of that credit institution, subsidiary or holding company, and—

(a) shall manage that business or part with a view to preserving or restoring the financial position of that credit institution, subsidiary or holding company,

(b) shall wind down that business or part with a view to liquidating its assets and paying off its liabilities and shrinking its business to facilitate its possible liquidation or acquisition, or

(c) having regard to any recovery plan of, and any resolution plan for, that credit institution, shall otherwise manage that business or part,

in accordance with the relevant special management order.

(2) Without prejudice to the generality of subsection (1), the special manager of an authorised credit institution, subsidiary or holding company has the power to acquire and dispose of any asset or all the assets, and any liability or all the liabilities, of that credit institution, subsidiary or holding company.

(3) A reference in subsection (2) to disposing of an asset or a liability includes selling or otherwise transferring, and creating a security or equitable interest in, the asset or liability.

(4) The special manager of an authorised credit institution, subsidiary or holding company has, in relation to that credit institution, subsidiary or holding company, all powers necessary for or incidental to the special manager’s functions, including the sole authority over and direction of all officers and employees of that credit institution, subsidiary or holding company.

(5) The special manager of an authorised credit institution, subsidiary or holding company shall take such steps as he or she considers appropriate to remedy the matters that led to the making of the special management order, and for that purpose may, unless the special management order provides otherwise, appoint advisors to that credit institution, subsidiary or holding company.

(6) A special manager may, with the consent of the Bank, substitute his or her own decision for any decision that would otherwise be made by the members of the authorised credit institution, subsidiary or holding company concerned, and if he or she does so, the decision shall be taken to be the decision of the members.

(7) The appointment of a special manager of an authorised credit institution, subsidiary or holding company does not relieve that credit institution, subsidiary or holding company of any obligation to comply with—

(a) any applicable laws and regulatory requirements, or

(b) any direction given by the Bank to that credit institution, subsidiary or holding company under an enactment.

(8) The special manager of an authorised credit institution, subsidiary or holding company shall provide such reports and other information to the Bank as the Bank requests. The obligation under this subsection is in addition to any other obligation of that credit institution, subsidiary or holding company to provide information and make returns to the Bank.

(9) If a special management order authorises a special manager to take over only a part of the business of an authorised credit institution, subsidiary or holding company, a reference in this section to the business of an authorised credit institution, subsidiary or holding company shall be construed as a reference to that part of that business.

68.. Performance of functions of special managers.

68.— (1) A special manager may perform his or her functions with the assistance of persons appointed or employed by him or her for that purpose.

(2) A special manager may, with the consent of the Bank, apply to the Court to determine any question arising in the course of the special management.

69.. Effect of appointment of special manager.

69.— (1) While an authorised credit institution, subsidiary or holding company is under special management—

(a) all functions which, but for this paragraph, would be vested in the directors of that credit institution, subsidiary or holding company (whether by virtue of its memorandum of association or articles of association or otherwise) vest in the special manager,

(b) no proceedings for its winding-up shall be commenced without the prior consent in writing of the Bank,

(c) a resolution for its winding-up is of no effect without the prior consent in writing of the Bank,

(d) no petition may be presented for the appointment of an examiner to that credit institution, subsidiary or holding company or to a related company (within the meaning of section 4(5) of the Companies (Amendment) Act 1990) without the prior consent in writing of the Bank,

(e) no inspector may be appointed or an inquiry commenced under the Companies Act 1990 without the prior consent in writing of the Bank,

(f) subject to subsection (2), no receiver over any part of the property of that credit institution, subsidiary or holding company may be appointed without the prior consent in writing of the Bank,

(g) subject to subsection (2), no enforcement (whether by attachment, sequestration, distress or execution) of any judgment or order may be put into force against any part of the property of that credit institution, subsidiary or holding company without the prior consent in writing of the Bank, unless the party seeking to do so is the Bank,

(h) subject to subsection (2), if any claim against an authorised credit institution, subsidiary or holding company is secured by security affecting the whole or any part of the assets of that credit institution, subsidiary or holding company, any person other than the Bank who wishes to realise the whole or any part of that security shall give written notice to the Bank 90 days (or a shorter period to which the Bank agrees) before such realisation, and

(i) if the special manager so elects, the powers of that credit institution, subsidiary or holding company exercisable by a general meeting of that credit institution, subsidiary or holding company are exercisable only by the special manager and subject to the prior consent in writing of the Bank.

(2) Paragraphs (f), (g) and (h) of subsection (1) do not apply to the Bank, the European Central Bank or any other national central bank within the Eurosystem.

(3) The powers of a special manager shall not be exercised in a way that conflicts with the law of the European Union.

(4) Except as provided otherwise by this Act, the business of an authorised credit institution, subsidiary or holding company under special management shall continue without interruption as a going concern, and no agreement (including a contract of employment or service), policy, transaction, bank account or bank mandate, right, title, claim, debt, proceeding or obligation of that credit institution or right, claim or proceeding against it is avoided, cancelled, stayed or otherwise affected by reason only of the appointment of the special manager.

(5) While an authorised credit institution, subsidiary or holding company is under special management—

(a) that credit institution, subsidiary or holding company shall not convene or hold any general meeting unless the special manager so directs,

(b) the rights and powers of shareholders and members under any enactment or contract stand suspended and are not exercisable,

(c) section 205 of the Act of 1963 does not apply, and

(d) no derivative action may be brought in respect of that credit institution.

(6) A special management order has effect notwithstanding anything in—

(a) the Companies Acts, F16[…] the Credit Union Act 1997 or the Central Bank Acts 1942 to 2011,

(b) any other rule of law or equity,

(c) any code of practice made under an enactment,

(d) the listing rules of any regulated market or the rules of any other market on which the shares of an authorised credit institution may be traded from time to time,

(e) the memorandum of association and articles of association of that credit institution, subsidiary or holding company, or

(f) any agreement to which that authorised credit institution, subsidiary or holding company, and any other holding company or subsidiary of that credit institution, subsidiary or holding company is a party, is bound by, or has an interest in,

except to any extent to which the special management order expressly provides otherwise.

70.. Powers of special manager to remove officers, employees and others.

70.— (1) The special manager of an authorised credit institution, or a subsidiary or holding company of an authorised credit institution, may, with the consent of the Bank, and shall, if so directed by the Bank, remove any person from—

(a) a position of director, secretary or other officer of that credit institution, subsidiary or holding company or any subsidiary of that credit institution, subsidiary or holding company, or

(b) any of the following positions:

(i) a position of employment with that credit institution, subsidiary or holding company or any subsidiary of that credit institution, subsidiary or holding company;

(ii) an executive position and any such position held by virtue of being a director or secretary of that credit institution, subsidiary or holding company or any subsidiary of that credit institution, subsidiary or holding company;

(iii) a consultancy to that credit institution, subsidiary or holding company or any subsidiary of that credit institution, subsidiary or holding company.

(2) The removal of a person by virtue of subsection (1)—

(a) has effect without the need for any notice being given, meeting being called, resolution being passed or consent being obtained, and

(b) may be expressed to take effect immediately and, if so expressed, has that effect.

(3) Nothing in subsection (1) or (2) deprives a person of any right to claim compensation or damages from that credit institution for the loss of his or her office or appointment. However—

(a) a court, tribunal or rights commissioner may not grant any remedy that would have the effect of preventing or restraining the special manager from exercising the special manager’s powers under this section, and

(b) a court, tribunal or rights commissioner may not make an order under the Unfair Dismissals Acts 1977 to 2007 for the reinstatement or re-engagement of such a person.

71.. Relationship between special manager and directors.

71.— (1) The special manager appointed to an authorised credit institution shall—

(a) determine the role (if any) of the directors and officers of that credit institution, subsidiary or holding company and any subsidiary of that credit institution, subsidiary or holding company during the special management, and

(b) determine the remuneration (if any) to be paid to the directors and officers of that credit institution, subsidiary or holding company and any subsidiary of that credit institution, subsidiary or holding company during the special management.

(2) A determination of a special manager under paragraph (a) or (b) of subsection (1) is binding on that credit institution, subsidiary or holding company or its subsidiaries (as the case may be) and the directors of that credit institution, subsidiary or holding company or its subsidiaries.

(3) A director or other officer of an authorised credit institution, subsidiary or holding company or a subsidiary of such a credit institution, subsidiary or holding company that is under special management remains bound to discharge his or her duties and obligations under any enactment or rule of law except to any extent that he or she is relieved of that duty or obligation by the special manager or by a provision of this Act.

(4) Nothing in this section or any determination under it has the effect of—

(a) rendering lawful any contravention of any enactment or rule of law that took place before the commencement of a special management or takes place after the end of a special management,

(b) relieving any person from any obligation—

(i) to comply at any time, with any such enactment or rule of law, or

(ii) to fulfil any duty at any time,

or

(c) precluding any proceedings brought or to be brought in relation to a contravention, or the breach of an obligation, referred to in paragraph (a) or (b).

72.. Special manager not to be director, etc.

72.— A special manager of an authorised credit institution, subsidiary or holding company shall not be taken to be a shadow director (within the meaning given by section 27(1) of the Companies Act 1990) nor what is known as a de facto director of that credit institution, subsidiary or holding company or any subsidiary of that holding company.

73.. Extension of special management.

73.— The Court may, on application by the Bank under section 60, extend the special management of an authorised credit institution, subsidiary or holding company.

74.. Termination of special management.

74.— The special management of an authorised credit institution, subsidiary or holding company terminates—

(a) at the end of the period referred to in section 63 or73, as the case may be,

(b) on the setting aside of the relevant special management order,

(c) on the making of an order for the winding-up of that credit institution, subsidiary or holding company,

(d) on the making of an order under the Companies (Amendment) Act 1990 appointing an examiner to that credit institution, subsidiary or holding company, or

(e) if the Bank so orders.

PART 7 Bank’s powers in liquidation of authorised credit institutions

75.. Interpretation (Part 7).

75.— (1) In this Part—

F17["Act of 2009" means theFinancial Services (Deposit Guarantee Scheme) Act 2009(No. 13 of 2009);]

“deposit protection account” has the same meaning as in the Regulations of 1995;

F18["eligible depositor" means a person with an eligible deposit (within the meaning of Regulation 3 of the Regulations of 2015);]

“full payment resolution” has the meaning given by section 84 (3) (a);

F17["Fund" has the meaning assigned to it by Regulation 3 of the Regulations of 2015;

"legacy fund" means any fund established, held and administered by the Bank for the purpose of receiving a specified proportion of the funds standing to the credit of the deposit protection account, which relate to credit institutions, that are transferred from that account;]

“liquidator” means a liquidator appointed to F19[a designated credit institution];

“Regulations of 1995” means the European Communities (Deposit Guarantee Schemes) Regulations 1995 (S.I. No. 168 of 1995).

F17["Regulations of 2015" means the European Union (Deposit Guarantee Schemes) Regulations (S.I. No 516 of 2015);]

(2) A reference in this Part to Objective 1 or Objective 2, or the objectives of a liquidator of F19[a designated credit institution], shall be construed in accordance with section 80.

(3) Notwithstanding section 3(2), a reference in this Part to F19[a designated credit institution] includes a reference to a relevant institution within the meaning of the Act of 2010.

(4) Expressions used in this Part and in the Companies Acts have the same meanings in this Part as in the Companies Acts except to any extent that this Part provides otherwise.

76.. Application of Companies Acts to winding-up of authorised credit institutions.

76.— The Companies Acts apply to the winding-up of F20[a designated credit institution] subject to this Part.

77.. Bank may petition to have authorised credit institution wound up, etc.

77.— The Bank may present a petition to the Court for the winding-up of F21[a designated credit institution] on any of the following grounds:

(a) that in the opinion of the Bank, the winding-up of that F22[recognised credit institution] would be in the public interest;

(b) that that F22[recognised credit institution] is, or in the opinion of the Bank may be, unable to meet its obligations to its creditors;

(c) that that F22[recognised credit institution] has failed to comply with a direction of the Bank—

(i) in the case of the holder of a licence under section 9 of the Act of 1971, under section 21 of that Act, or

(ii) in the case of a building society, under section 40(2) of the Building Societies Act 1989, or

(iii) in the case of a credit union, under section 87 of the Credit Union Act 1997;

(d) that that F22[recognised credit institution]’s licence or authorisation (as applicable) has been revoked and (in the case of the holder of a licence under section 9 of the Act of 1971) that it has ceased to carry on banking business;

(e) that the Bank considers that it is in the interest of persons having deposits (including deposits on current accounts with that F22[recognised credit institution] that it be wound up.

78.. Bank’s role in winding-up authorised credit institutions.

78.— (1) A person other than the Bank shall not—

(a) present a petition to the Central Office of the High Court,

(b) advertise such a petition, or

(c) take any other step or make any other publication concerning that person’s intention to cause F23[a designated credit institution] to be wound up,

unless—

(i) the person has given 10 days’ written notice to the Bank of his or her intention to do so, and

(ii) the Bank has confirmed in writing that it has no objection to the person doing so.

(2) If F23[a designated credit institution] is being wound up voluntarily and the Bank has reason to believe that any of the grounds set out in section 77 apply, the Bank may apply to the Court to have that F24[recognised credit institution] wound up by the Court.

(3) If F23[a designated credit institution], or a body that was formerly F23[a designated credit institution], is being wound up and the Bank is not a creditor, any notice or document, by whatever name called, required to be sent to a creditor of that F24[recognised credit institution] or body shall also be sent to the Bank.

(4) In the winding-up of F23[a designated credit institution] (if the Bank was not the petitioner)—

(a) the Bank is entitled to be a notice party in all applications brought in the course of the winding-up, and

(b) the Bank may make representations to the Court.

79.. Liquidators of authorised credit institutions.

79.— (1) Only a liquidator approved by the Bank may be appointed to F25[a designated credit institution].

(2) A liquidator appointed by the Court to F25[a designated credit institution] shall notify the Bank, immediately after his or her appointment, that a compensation event F26[(within the meaning of section 1 of the Act of 2009)] has taken place.

80.. Objectives of liquidator of authorised credit institution.

80.— (1) The liquidator of F27[a designated credit institution] has 2 objectives, as follows:

(a) Objective 1—

(i) to facilitate the Bank in ensuring that each eligible depositor receives the prescribed amount payable under F28[Regulation 11(1) of the Regulations of 2015 from the Fund or, where appropriate, the legacy fund,] or

(ii) to facilitate the Bank in transferring that amount from the F28[Fund or, where appropriate, the legacy fund] to another authorised credit institution or to a F27[recognised credit institution] approved by the Bank, to hold that amount on behalf of each such eligible depositor;

(b) Objective 2, to wind up the affairs of the authorised credit institution so as to achieve the best results for that F27[recognised credit institution]’s creditors as a whole.

(2) In the event of a conflict between Objective 1 and Objective 2, Objective 1 takes precedence.

(3) The liquidator of F27[a designated credit institution] shall begin working towards both objectives immediately upon his or her appointment. The liquidator and the Bank shall cooperate in the pursuit of those objectives.

(4) The duties of a liquidator under this Part are in addition to the other duties of a liquidator.

(5) The liquidator of F27[a designated credit institution]—

(a) shall comply with a request of the Bank for information in relation to the liquidation, and

(b) may provide the Bank with any other information that the liquidator thinks might be useful for the purpose of co-operating in the pursuit of Objective 1.

81.. Bank may make money available.

81.— (1) The Bank may, for the purpose of cooperating in the pursuit of Objective 1, and to facilitate the transfer of accounts of eligible depositors of the authorised credit institution concerned—

(a) make money available from the F29[Fund or, where appropriate, the legacy fund,] or

(b) make payments and charge the payments on the F29[Fund.]

(2) Section 8 of the Financial Services (Deposit Guarantee Scheme) Act 2009 shall apply in respect of payments charged on the F29[Fund] under subsection (1)(b)as if the reference in that section 8 to a payment in accordance with the F29[Regulations of 2015] were a reference to a payment in accordance with this section.

82.. Payments from deposit protection account to be debts due to Bank.

82.— If the Bank has paid or transferred funds from the F30[Fund or, where appropriate, the legacy fund] in accordance with section 80 (1) (a) (ii) or 81—

(a) the Court (or in the case of a voluntary winding-up of the authorised credit institution, the liquidator) shall admit the amount of each such payment or transfer as a proved debt due to the Bank, and

(b) in relation to each such debt—

(i) the Bank shall have the same priority as the person to whom the payment was made, or on whose behalf the transfer was made, would have had if that payment or transfer had not been made, and

(ii) the Bank shall rank ahead of the person for the full amount of the debt.

83.. Liquidation committee — establishment.

83.— (1) As soon as practicable after the Court makes a winding-up order pursuant to section 216(1) of the Act of 1963 in relation to F31[a designated credit institution], the Bank shall nominate 2 individuals, and the Minister shall nominate one individual, who shall comprise a liquidation committee.

(2) The Bank and the Minister may each replace their respective nominees at any time.

(3) The function of a liquidation committee is to ensure that the liquidator properly carries out his or her functions under this Part.

(4) While a liquidation committee exists in relation to F31[a designated credit institution], section 232 of the Act of 1963 does not apply in relation to that F31[recognised credit institution].

(5) If a liquidation committee ceases to exist by virtue of section 84 (4), section 232 of the Act of 1963 again becomes applicable in relation to the authorised credit institution concerned.

84.. Liquidation committee — functions.

84.— (1) The liquidator shall report to the liquidation committee about any matter on request, and may report to that committee about any matter which the liquidator thinks is likely to be of interest to that committee.

(2) The liquidator shall keep the liquidation committee informed of progress towards Objective 1, and shall notify that committee when in the liquidator’s opinion Objective 1 has been achieved entirely or so far as is reasonably practicable.

(3) As soon as is reasonably practicable after receiving a notice under subsection (2), the liquidation committee shall either—

(a) resolve that Objective 1 has been achieved entirely or so far as is reasonably practicable (referred to in this Part as a “full payment resolution”), or

(b) apply to the Court under section 280 of the Act of 1963.

(4) If a liquidation committee passes a full payment resolution, the liquidation committee ceases to exist at the end of the meeting at which that resolution was passed.

85.. Liquidation committee — procedure.

85.— (1) A meeting of the liquidation committee may be summoned by any of the members or by the liquidator.

(2) A meeting of the liquidation committee is quorate only if all the members are present.

(3) A person aggrieved by anything done by the liquidation committee before it has passed a full payment resolution may apply to the Court, which may make any order that it considers appropriate in the circumstances (including an order for the repayment of money).

(4) The Court may (whether on an application under subsection (3), on the application of the liquidator or otherwise) make an order that the liquidation committee is to be treated as having passed a full payment resolution.

(5) If a liquidation committee fails to comply with section 84(3) the liquidator shall apply to the Court for an order under subsection (3) or for directions under section 280 of the Act of 1963.

86.. Functions of Bank after liquidation committee ceases to exist.

86.— If a liquidation committee ceases to exist by virtue of section 84(4)—

(a) the Bank shall be a notice party to legal proceedings relating to the winding-up of the authorised credit institution concerned, and

(b) if a committee of inspection is appointed, the Bank—

(i) may attend meetings of the committee of inspection,

(ii) is entitled to receive copies of all documents relating to the business of the committee of inspection, and

(iii) may make representations to the committee of inspection.

87.. Achievement of Objective 1.

87.— (1) As soon as is reasonably practicable after it is established, a liquidation committee shall make recommendations to the liquidator on appropriate ways of achieving Objective 1, and the liquidator shall comply with any such recommendation.

(2) If the liquidation committee is of the opinion that the liquidator is failing to comply with such a recommendation, it shall apply to the Court for directions under section 280 of the Act of 1963.

(3) If the liquidation committee does not make a recommendation under subsection (1) within a reasonable time after it is established, the liquidator may apply to the Court under section 280 of the Act of 1963 for directions.

88.. Transfer of accounts.

88.— (1) This section applies where a liquidator arranges, in pursuit of Objective 1, for the transfer of eligible depositors’ accounts from the authorised credit institution to another authorised credit institution or a F32[recognised credit institution] approved of by the Bank.

(2) The arrangements referred to in subsection (1) shall have effect despite any restriction (whether or not under an enactment or a contractual provision).

(3) In making the arrangements mentioned in subsection (1) the liquidator shall ensure that eligible depositors will be able to remove money from transferred accounts as soon as is reasonably practicable after transfer.

(4) In subsection (2) “restriction” includes any restriction, inability or incapacity affecting what can and cannot be assigned or transferred (whether generally or by a particular person) and a requirement for consent (howsoever described).

89.. Modifications to Companies Acts in winding-up of authorised credit institutions.

89.— (1) A provision of the Act of 1963 mentioned in column 1 of the Table to this subsection applies to the winding-up of F33[a designated credit institution] as if it were modified in the manner set out in column 2 of that Table opposite to the mention of the provision in column 1.

TABLE

(2) When a liquidation committee stands established in relation to F33[a designated credit institution], a reference in the Act of 1963 to a committee of inspection shall be interpreted as a reference to the liquidation committee.

(3) Section 139 of the Companies Act 1990 applies to the winding-up of F33[a designated credit institution] as if it were modified by the insertion after subsection (2) of the following:

“(2A) Subsection (1) does not apply to a disposal of property of F33[a designated credit institution] (within the meaning given by the Central Bank and Credit Institutions (Resolution) Act 2011) pursuant to an order under that Act.”.

90.. Application of this Part to bodies incorporated outside State.

90.— (1) In the case of the winding-up of F34[a designated credit institution], or a body that was formerly F34[a designated credit institution], that is a company incorporated outside the State, references in the Central Bank Acts 1942 to 2011 to—

(a) the winding-up of F34[a designated credit institution] or a body that was formerly F34[a designated credit institution], or

(b) any provision of the Companies Acts which relates to winding-up,

shall be construed as references to the corresponding provisions in the law of the foreign jurisdiction concerned if the context so admits and the circumstances so require.

(2) For the purposes of a winding-up referred to in subsection (1), the Court may order that the Central Bank Acts 1942 to 2011 apply, if necessary, with such modifications as the Court orders.

PART 8 Recovery plans and resolution plans

91.. Recovery plans.

91.— (1) Having regard to the nature of the business of an authorised credit institution, the Bank may direct that credit institution to prepare a recovery plan setting out actions that could be taken to facilitate the continuation, or secure the business or part of the business, of that credit institution in a situation where the institution is experiencing financial instability.

(2) A recovery plan shall not assume that financial support will be available from the State or the Fund.

(3) A recovery plan shall be in accordance with any code of practice issued by the Bank under section 106.

(4) An authorised credit institution shall submit its recovery plan to the Bank for assessment. If the Bank so directs, that credit institution shall demonstrate to the Bank that the plan can be implemented.

(5) The Bank may direct an authorised credit institution—

(a) to provide any additional information or analysis necessary to assess that credit institution’s recovery plan, and

(b) to make specified changes to the plan that the Bank considers necessary to ensure that the plan can be implemented.

(6) An authorised credit institution shall maintain its recovery plan, and keep it up to date, in accordance with any code of practice issued by the Bank under section 106.

92.. Implementation of recovery plans.

92.— The Bank may direct an authorised credit institution to implement its recovery plan, or any part of it, if the Bank is of the opinion that the actions contained in that plan or part are necessary or desirable.

93.. Resolution plans.

93.— (1) If the Bank has directed an authorised credit institution to prepare a recovery plan, the Bank may prepare a resolution plan for that credit institution.

(2) A resolution plan for an authorised credit institution is required to set out the Bank’s preparations on a contingency basis for the exercise of the Bank’s functions under this Act in relation to that credit institution.

(3) The Bank may direct an authorised credit institution to provide such information and analysis as the Bank requires for the preparation of a resolution plan.

94.. Offences.

94.— (1) An authorised credit institution that fails to comply with a direction under this Part commits an offence and is liable—

(a) on summary conviction, to a class A fine, or

(b) on conviction on indictment, to a fine not exceeding €10,000,000.

(2) If an offence under this section is committed by an authorised credit institution, and is proved to have been committed with the consent or connivance, or to be attributable to any wilful neglect, of a person who, when the offence is committed, is—

(a) a director, manager, secretary or other officer of the authorised credit institution or a person purporting to act in that capacity, or

(b) a member of the committee of management or other controlling authority of the authorised credit institution or a person purporting to act in that capacity,

that person is taken to have also committed an offence and may be proceeded against and punished in accordance with subsection (3).

(3) A person referred to in subsection (2) is liable—

(a) on summary conviction, to a class A fine or to imprisonment for a term not exceeding 12 months, or both, or

(b) on conviction on indictment, to a fine not exceeding €10,000,000 or to imprisonment for a term not exceeding 5 years, or both.

PART 9 Miscellaneous

95.. Effect of CIWUD Directive.

95.— An order made under this Act or requirement imposed under section 22 that is declared to have been made with the intention of preserving or restoring the financial position of a credit institution is intended to have effect in accordance with the CIWUD Directive and any law giving effect to it.

96.. Application of certain laws in relation to transfers, etc., of credit institutions.

96.— Parts 2 and 3 of the Competition Act 2002 and section 7 of the Act of 2008 do not apply with respect to—

(a) the appointment of a special manager pursuant to Part 6,

(b) the acquisition or disposal of any asset or liability by such a special manager, or

(c) a transfer under a transfer order pursuant to Part 5.

97.. Proposed orders, etc., to be kept in confidence.

97.— (1) A person other than the Bank shall not publish the fact that the Bank proposes to make or has made a proposed transfer order or proposed special management order, unless required to do so by an enactment, or with the prior written consent of the Bank.

(2) A person other than the Bank shall not publish the fact that the person or the Bank proposes—

(a) to present a petition to wind up an authorised credit institution,

(b) to advertise such a petition, or

(c) to take any other step or make any other publication concerning that person’s intention to cause an authorised credit institution to be wound up,

unless required to do so by an enactment, except with the prior written consent of the Bank.

(3) A person (including an authorised credit institution) who contravenes subsection (1) or (2) commits an offence and is liable—

(a) on summary conviction, to a class A fine or to imprisonment for a term not exceeding 12 months or to both, or

(b) on conviction on indictment to a fine not exceeding €100,000 or to imprisonment for a term not exceeding 3 years or to both.

(4) It is not a contravention of subsection (1) or (2) for an authorised credit institution to disclose a fact referred to in either of those subsections for the purposes of obtaining professional advice.

98.. Costs incurred in relation to making orders, etc.

98.— (1) Where the Courts Service, or another body funded, wholly or partly, out of moneys provided by the Oireachtas, or from the Central Fund or the growing produce of the Central Fund, has incurred costs in relation to the translation or publication of an order under this Act (including where the translation or publication is required by the Regulations of 2011), the costs are a debt due and owing by the authorised credit institution concerned, and may be recovered as a simple contract debt in any court of competent jurisdiction.

(2) If the authorised credit institution is unable to pay the costs referred to in subsection (1), they shall be recoverable from the Fund by the body concerned.

99.. Confidentiality of proceedings.

99.— The Court may order that any application under this Act, or any part of such an application, shall be heard otherwise than in public or may impose restrictions in relation to the disclosure in open court, publication or reporting of any material that might be commercially sensitive.

100.. Effect of orders on certain other obligations.

100.— (1) In this section “relevant agreement” means an agreement under which the authorised credit institution in relation to which an order under this Act is made or any of its subsidiaries, its holding company and any subsidiary of its holding company enjoys any right or interest or is subject to any obligation or liability (regardless of whether such an agreement is governed by the law of the State or another place).

(2) If any consequence specified or referred to in subsection (4) in relation to an authorised credit institution or any of its subsidiaries, its holding company and any subsidiary of its holding company would, but for this subsection, arise under a relevant agreement by virtue of—

(a) the enactment of this Act,

(b) the publication of the Bill for this Act, or

(c) any statement made by the Minister, the Bank or the authorised credit institution in relation to the Bill for this Act, the contents of that Bill or this Act, or the use or effect of any powers in this Act,

then, notwithstanding anything in the relevant agreement and subject to section 101—

(i) no interest or right of any third party arises or becomes exercisable, and

(ii) no liability or obligation arises or is incurred by any third party,

by virtue of that enactment, publication or statement.

(3) Where an order has been made, or requirement imposed, under this Act in relation to an authorised credit institution, any of its subsidiaries, or its holding company, (whether or not the order or requirement is subsequently set aside, or varied or amended in a relevant manner) and a relevant agreement would (apart from this subsection) cause a consequence specified or referred to in subsection (4) to follow by virtue of—

(a) the making of the order, or the imposition of the requirement, or any step taken (including the making of a proposed order) in preparation for the making of the order or imposition of the requirement,

(b) an act taken or omitted to be taken by any person in compliance with the order or requirement,

(c) any consequences of any such act or omission,

(d) any consequence of the order or requirement, or

(e) any other thing done or authorised to be done under, or resulting from any provision of this Act,

then, notwithstanding that relevant agreement and subject to section 101—

(i) no interest or right of any third party arises or becomes exercisable, and

(ii) no liability or obligation arises or is incurred by any third party,

by virtue of any of the matters mentioned in any of paragraphs (a) to (e).

(4) The consequences referred to in subsections (2) and(3) are the following:

(a) the creation of an obligation or liability;

(b) the suspension or extinction (however described, and whether in whole or in part) of a right or an obligation or the becoming subject to a right or an obligation;

(c) the termination or extinguishment of the relevant agreement concerned or a right or obligation under it;

(d) a right becoming exercisable to terminate or modify the relevant agreement or a right or obligation under it;

(e) an amount becoming due and payable or capable of being declared due and payable or ceasing to be payable;

(f) any other change in the amount or timing of any payment falling to be made or due to be received by any person;

(g) a right becoming exercisable to withhold, net or set off any payment under or in connection with the relevant agreement;

(h) the occurrence of an event giving rise to a default or breach of a right or obligation;

(i) a right becoming exercisable not to advance any amount;

(j) an obligation arising to provide or transfer a deposit or collateral;

(k) a right of transfer or assignment of an asset or liability;

(l) any right to enforce a guarantee, indemnity or security interest (however described);

(m) the triggering of any mandatory prepayment event (howsoever described);

(n) any obligation to return collateral or its equivalent;

(o) the cancellation of any obligation to advance any amount or to provide credit or a contingent instrument;

(p) legal proceedings becoming maintainable to enforce the relevant agreement;

(q) the termination or modification of an obligation to provide a service or product;

(r) the accrual of any right to give or withhold any consent or approval;

(s) any event of default or breach of any right arising;

(t) any right or obligation not arising;

(u) the imposition of any condition on the relevant agreement;

(v) the imposition of any condition on any right or obligation under the relevant agreement;

(w) the creation of any constructive or resulting trust or other equitable interest or equity;

(x) the accrual of any right to trace any property or to claim an equitable interest in or equity in respect of any property or to claim any breach of trust;

(y) any other right or remedy (whether or not similar in kind to those referred to in paragraphs (a) to (x)) arising or becoming exercisable.

(5) A relevant agreement has a consequence specified in subsection (4) if the substantial effect of the agreement is to produce that consequence, regardless of whether or not the agreement describes its consequences in the precise terms used in that subsection.

101.. Limitation of operation of section 100.

101.— (1) If the Minister is of the opinion that in a particular case or cases the effect of section 100 is in all the circumstances unduly onerous, or causes unfairness or undue hardship, and that it is appropriate in all the circumstances to do so, he or she may, after consultation with the Bank, by order provide that, notwithstanding subsections (2) and(3) of that section, a provision in a relevant agreement that provides for a consequence mentioned or referred to in section 100(4) has effect to the extent specified in the order.

(2) An order under subsection (1)—

(a) may make provision in relation to the effect of a provision in—

(i) a particular relevant agreement,

(ii) relevant agreements of a particular kind, or

(iii) rights held under a relevant agreement, or relevant agreements of a particular kind, by a particular person or a particular class of persons,

(b) in the case of an order that makes provision in relation to relevant agreements of a particular kind, may specify the kind by reference to any common characteristic of the agreements concerned, and

(c) in the case of an order that makes provision in relation to rights held by a particular class of persons, may specify the class by reference to any common characteristic of the persons concerned.

(3) As soon as practicable after the Minister makes an order under subsection (1), he or she shall lay a copy of the order before each House of the Oireachtas.

(4) If the Minister considers that an order under subsection (1) contains matter that is commercially sensitive, he or she may direct—

(a) that the obligations in relation to the order under section 3(1) of the Statutory Instruments Act 1947 are to be taken to be satisfied by the printing, sending to the institutions mentioned in section 3(1)(a) of that Act, publication and sale of a version of the order from which the commercially sensitive matter is omitted, or

(b) if the preparation of such a version would be impracticable, or would result in the version being seriously misleading, that the order is exempt from the operation of section 3(1) of that Act.

(5) A version of an order under subsection (1) prepared in accordance with a direction given by the Minister under subsection (4)(a) shall indicate that matter has been omitted from the version of the order and the general nature of that matter.

(6) A direction given by the Minister under subsection (4) shall be published in Iris Oifigiúil as soon as practicable.

(7) Evidence of a direction given by the Minister under subsection (4) may be given by the production of a copy of Iris Oifigiúil purporting to contain the direction.

(8) Nothing in this Act or the Statutory Instruments Act 1947 affects any obligation that arises under the Regulations of 2011 to publish, or give notice of, an order or direction under this Act.

102.. Limitation of judicial review.

102.— (1) Leave shall not be granted for judicial review of any decision under this Act unless—

(a) either—

(i) the application for leave to seek judicial review is made to the Court within 14 days after the decision is notified to the person concerned, or that person otherwise becomes aware of the decision, or

(ii) the Court is satisfied that—

(I) there are substantial reasons why the application was not made within that period, and

(II) it is just, in all the circumstances, to grant leave, having regard to the interests of other affected persons and the public interest,

and

(b) the Court is satisfied that the application raises a substantial issue for that Court’s determination.

(2) The Court may make such order on the hearing of the judicial review as it thinks fit, including an order remitting the matter back to the Bank with such directions as the Court thinks appropriate or necessary.

(3) A person is not entitled to apply for the judicial review of a decision referred to in subsection (1) if he or she was entitled to apply to have the relevant order of the Court set aside but did not do so.

(4) A person is not entitled to apply for the judicial review of a decision referred to in subsection (1) if he or she applied to have the relevant order of the Court set aside and that application was refused by the Court.

103.. Limitation of certain rights of appeal to Supreme Court.

103.— (1) The determination of the Court of an application for leave to apply for judicial review, or an application for judicial review, is final and no appeal lies from the decision of the Court to the Supreme Court in either case, except with the leave of the Court.

(2) A special management order or transfer order, and an order varying such an order or setting it aside, is final and no appeal lies from the order of the Court to the Supreme Court except with the leave of the Court.

(3) The Court shall grant leave under subsection (1) or (2) only if the Court certifies that its decision involves a point of law of exceptional public importance and that it is desirable in the public interest that an appeal should be taken to the Supreme Court.

(4) On an appeal from a determination of the Court in respect of an application referred to in subsection (1), or an appeal from an order referred to in subsection (2), the Supreme Court—

(a) has jurisdiction to determine only the point of law certified by the Court under subsection (3), and to make only such order in the proceedings as follows from that determination, and

(b) shall, in determining the appeal, act as expeditiously as possible consistent with the administration of justice.

(5) This section does not apply to a determination of the Court in so far as it involves a question as to the validity of any law having regard to the provisions of the Constitution.

104.. Application of laws in relation to netting agreements, etc.

104.— (1) Nothing in this Act—

(a) affects the operation of—

(i) the Netting of Financial Contracts Act 1995,

(ii) the European Communities (Settlement Finality) Regulations 2010 (S.I. No. 624 of 2010),

(iii) the European Communities (Financial Collateral Arrangements) Regulations 2010 (S.I. No. 626 of 2010), or

(iv) Regulation 30 of the Regulations of 2011,

in relation to an agreement to which an authorised credit institution or any of its subsidiaries or its holding company is a party, or

(b) affects the operation of any provision of the law of a Member State required for the implementation of the provisions of—

(i) Directive 98/26/EC ^4 of the European Parliament and of the Council of 19 May 1998 (as amended by Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009), or

(ii) Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 (as amended by Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009).

(2) Nothing in this Act affects the operation of the Asset Covered Securities Act 2001.

105.. Saving of legal proceedings, etc.

105.— A transfer under a transfer order, and any other thing done under an order or requirement made under this Act (including the dissolution of an authorised credit institution)—

(a) does not affect any legal proceedings taken, investigation undertaken, or disciplinary or enforcement action undertaken by the Bank or any other person, in respect of any matter in existence at the time the transfer was made or other thing was done, and

(b) does not preclude the taking of any legal proceedings, or the undertaking of any investigation, or disciplinary or enforcement action, in respect of any contravention of an enactment or any misconduct which may have been committed before the transfer was made or the other thing was done.

106.. Codes of practice.

106.— (1) The Bank may, after consultation with the Minister, issue a code of practice relating to the operation of this Act including the exercise of any powers under this Act.

(2) An authorised credit institution shall comply with a code of practice issued under this section.

(3) In the Bank’s consultation with the Minister, the Bank shall ensure that the Minister is afforded a minimum consultation period of 2 months.

107.. Guidelines on Bank’s exercise of functions under this Act, etc.

107.— The Bank, after consultation with the Minister, may issue guidelines or policy statements in relation to the exercise of the functions conferred upon it by this Act.

108.. Relationship framework between Minister and Bank.

108.— The Minister may from time to time specify a relationship framework in writing to govern the relationship between the Minister and the Bank, and may from time to time amend or revoke any such relationship framework. The relationship framework shall recognise the separation of the Bank and the Minister, and limit the extent of any intervention by the Minister in the performance of the Bank’s functions to that necessary to protect the public interest. The relationship framework shall at all times comply with regulatory requirements.

109.. Regulations.

109.— (1) The Minister may make regulations to do anything that appears necessary or expedient—

(a) for bringing this Act into operation, or

(b) for enabling this Act to have full effect in accordance with its purposes.

(2) Where a provision of this Act requires or authorises the Minister or the Bank to make regulations, such regulations—

(a) may make different provision for different circumstances or cases, classes or types, and

(b) may contain such incidental, consequential or transitional provisions as the Minister considers necessary or expedient.

(3) Regulations made under this Act shall be laid before each House of the Oireachtas as soon as may be after they are made and, if a resolution annulling them is passed by either such House within the next 21 days on which that House has sat after the regulations are laid before it, the regulations shall be annulled accordingly but without prejudice to the validity of anything previously done under the regulations.

PART 10 Amendment of other enactments and statutory instruments

110.. Amendments of Acts.

110.— (1) The Act of 1942 is amended as set out in Part 1 of Schedule 2.

(2) The Central Bank Act 1989 is amended as set out inPart 2 of Schedule 2.

(3) The Credit Union Act 1997 is amended as set out in Part 3 of Schedule 2.

(4) The Land and Conveyancing Law Reform Act 2009 is amended as set out in Part 4 of Schedule 2.

(5) The Act of 2010 is amended as set out in Part 5 of Schedule 2.

111.. Amendments of statutory instruments.

111.— (1) The European Communities (Financial Collateral Arrangements) Regulations 2010 (S.I. No. 626 of 2010) are amended as set out in Part 1 of Schedule 3.

(2) The Regulations of 2011 are amended as set out in Part 2 of Schedule 3.

(3) The amendment of an instrument by this section does not prevent or restrict the subsequent amendment or revocation of the instrument in the manner provided for in the Act under which the instrument was made.