Legal Updates

The Corporate Enforcement Authority (“CEA”) has been established with effect from 7 July 2022, following the commencement of the Companies (Corporate Enforcement Authority) Act 2021 (the “2021 Act”) on 6 July 2022. The 2021 Act has also dissolved the Office of the Director of Corporate Enforcement (“ODCE”)

The CEA

The CEA is a new statutory independent agency, which replaces the ODCE, and will perform its role in investigating and prosecuting suspected breaches of company law. It will perform the same functions as those previously performed by the ODCE, with some changes to reflect the new structure of the body. Please see our previous Briefing here for further details in relation to the composition of the CEA.

In the Announcement of the establishment of the CEA by the Department of Enterprise, Trade and Employment, the relevant ministers involved said that greater resources will be provided to the agency to allow it to thoroughly investigate and prosecute alleged breaches of company law in Ireland. Minister for Justice, Helen McEntee TD, outlined that:

“when ‘white collar’ criminals undertake their enterprises in Ireland, they must be reminded, in no uncertain terms, that Ireland is no safe-haven and offenders will be prosecuted”.

The CEA’s statutory mandate to promote compliance with, and investigate suspected breaches of, company law is mainly derived from the Companies Act 2014 (the “2014 Act”). However, it is also conferred with statutory functions in respect of certain investment vehicles under the Irish Collective Asset-management Vehicles Act 2015, as well as being the competent authority to impose sanctions on company directors under the Companies (Statutory Audits) Act 2018.

Under the 2021 Act, a number of state bodies are required to disclose certain information to the CEA relating to the commission of an offence under the 2014 Act. These include: An Garda Síochána; the Competition and Consumer Protection Committee; the Registrar of Companies; the Revenue Commissioners; the Insolvency Service of Ireland; and the Irish Takeover Panel. The CEA has also encouraged members of the public to submit complaints and concerns to it where there is an indication of non-compliance with company law.

Strategy Statement

On its establishment date, the CEA published its first Strategy Statement for the period of 2022-2025 on its website. It is required to prepare and submit this document to the Minister for Enterprise, Trade and Employment every three years in order to identify “key objectives, outputs and related strategies”, as well as providing an annual report to the Minister, which was also previously required by the ODCE.

In the Strategy Statement, the CEA outlines that its vision is to be:

“An enforcement agency, that is trusted by the public and highly regarded by our stakeholders and counterparts, whose work contributes to public protection and to Ireland being regarded as a safe and well-regulated economy in which to invest and create employment”.

The CEA will focus on three strategic pillars in achieving its aim to ensure that a solid foundation is laid down so that the agency can discharge its statutory mandate in an effective manner. These pillars are:

• Embedding governance structures, building operational capability and establishing presence;
• Effective advocacy & influencing; and
• Operating effective systems of proportionate, robust and dissuasive enforcement.

Conclusion

The commencement of the 2021 Act is a welcome step in the deterrence of white-collar crime in Ireland. With increased staffing and resourcing giving it “real teeth” as stated by the Tánaiste in the Announcement of the CEA’s establishment, it is likely that we will see an increase in the investigation and enforcement of company law breaches.

If you require advice in relation to the matters covered in this briefing please contact John O’Riordan, Rachel Turner or your usual Dillon Eustace LLP contact.

The authors would like to thank Sam Dillon for his contribution to this article.