M&A activity in Ireland is growing, but post-transaction disputes continue to be a risk. Clear SPA drafting, due diligence and dispute resolution mechanisms are key to safeguarding deal value, writes Simon Rattigan Currently, there is a sense of positivity surrounding mergers and acquisitions (M&A) activity in Ireland. We saw an increase in private equity-backed transaction activity in 2024 and this is expected to continue this year. The lowering of interest rates will make financing deals more affordable, and Ireland will remain an attractive location for foreign direct investment (FDI). Increased deal activity is encouraging for the economy, but transactions are not without risk, and post-transaction disputes remain a persistent factor in the M&A landscape. Disputes Buyers and sellers generally have different financial incentives, often leading to disputes when expectations set during the deal-making process are not met in the post-closing phase. To help safeguard deal value, it is important to understand the main types of disputes that can arise, including completion account disputes, earn-out disputes and breach of warranty claims. Completion account disputes When completion accounts are used for a transaction, they are typically prepared by the buyer, incorporating adjustments to working capital and other balance sheet items, as specified in the sales and purchase agreement (SPA).  While this mechanism adds complexity, it is generally favoured by the buyer because it provides an opportunity to test the balance sheet, which is appropriate where performance and/or working capital is volatile. Working capital disputes commonly arise when there is a lack of clarity regarding the accounting hierarchy in the SPA, which typically outlines the order of precedence. Issues can arise when: The SPA prescribes a valuation approach for inventory that is not in accordance with Generally Accepted Accounting Principles (GAAP). The SPA states that bad debts should be fully provided for but does not clarify how they will be identified. The SPA requires the application of certain accounting policies but does not specify how judgment under those policies should be applied. The SPA is contradictory – for example, it requires completion accounts to be prepared consistently with historical accounts and practices, as well as in accordance with GAAP. This causes a challenge if historical accounts are not in accordance with GAAP. If the accounting hierarchy in the SPA is unclear, the scope for interpretation and, therefore, disagreement between the buyer and seller increases. Earnout disputes Earnouts are increasingly common features of purchase agreements, where part of the consideration paid to the seller is contingent on measurable, post-closing financial performance targets, such as earnings before interest, taxes, depreciation and amortisation (EBITDA). Earnouts are tailored to each deal and are generally favoured by buyers as they reduce uncertainty and offer cash flow benefits. However, disputes can arise when there is ambiguity in the SPA language regarding calculation methodology or the order of precedence of the accounting hierarchy. This can give rise to issues if there are changes in accounting polices during the earnout period or if the earnout calculation departs from specific accounting policies adopted for other reasons (i.e. preparing accounts for audit). Breach of warranty claims During a transaction, the seller will typically make representations to the buyer about the company regarding material financial, operational, legal, and compliance matters. Disputes can arise from factual misstatements made by the seller, which only come to light post-closing, caused by, for example: Material undisclosed liabilities; Status of key customer relationships and contracts; Compliance of financial statements with GAAP; Undisclosed legal or employment issues; and Fraudulent activity by management or employees. Where factual misstatements are identified post-closing, the buyer may seek to recover losses from the seller if it has suffered financial and/or reputational damage. As post-transaction disputes look to be on the rise, it is important to consider both prevention and cure. Mitigation Avoiding disputes is always preferable, and the risk of earnout disputes and completion account disputes can be mitigated with robust drafting of the SPA: that avoids flexibility/judgement in calculation methodologies; is specific in terms of accounting policies and assumptions; and establishes a clear accounting hierarchy. While misrepresentations may not be preventable, a robust due diligence process can help mitigate certain risks associated with a transaction. However, buyers often only gain full access to the financial and operational information when they take ownership. Post-closing reviews can help buyers identify issues at an early stage, minimise the disruption to the business, quantify the financial impact, and understand legal remedies available. Dispute resolution Disputes can still arise even with a well-drafted SPA, which is why dispute resolution clauses should introduce a level of certainty to the determination process. In most cases, the SPA will refer the matter for independent expert determination, but it is important that these clauses: Establish a clear expert selection mechanism; Preferably, identify the expert, not just the firm. Alternatively, they should be as specific as possible in identifying the required expertise; Clearly establish and limit which items can be disputed; Ensure the role of the expert is clearly defined, and the scope is within their area of expertise – i.e. an accounting expert cannot determine a point of law; and Clearly outline the dispute resolution procedure, including specific timelines. As deal activity in Ireland is expected to grow, post-transaction disputes remain a significant risk. To protect against these risks, businesses should prioritise the robust drafting of SPAs and ensure that clear dispute resolution mechanisms are in place to minimise business disruption. Buyers should also consider conducting post-transaction reviews at an early stage to investigate areas of risk or concern following the deal closing. Simon Rattigan is Director of Forensic and Investigation Services at RSM Ireland

MyWorkpapers by Bright, a leading provider of cloud-based working papers for accountants, and Chartered Accountants Ireland, the largest professional body on the island of Ireland have agreed a partnership to drive the digital transformation of the Irish accounting sector, enabling professionals to stay ahead of the curve with cutting-edge tools and streamlined processes. Backed by Bright Software Group this partnership brings a host of technological advancements designed to optimise the work of chartered accountants, offering solutions that improve efficiency, compliance, and collaboration. Key Benefits for accountants and auditors Technological Advantages Boosted Efficiency: Digitised workflows and automated manual processes Streamlined compliance tasks with standardised templates Seamless integrations across accounting systems Real-time collaboration and comprehensive digital audit trails With MyWorkpapers, chartered accountants and auditors across the island of Ireland can now automate routine tasks, reduce errors, and enhance productivity—all while ensuring compliance with the latest regulatory standards. Regulatory Support Staying Ahead of Regulations: Up-to-date local legislation insights Region-specific tax and financial regulation updates Compliance standard alignment The partnership ensures that industry professionals can stay well-informed of evolving regulations, helping them maintain compliance with ease. Platform Capabilities The integrated MyWorkpapers platform now offers: Templates based on the Chartered Accountants Ireland Procedures for Quality Audit (PQAs) and Audit Exempt programme Localised legislative checklists for up-to-date regulatory compliance Methodology-specific workflows designed to enhance accuracy and efficiency Automated compliance tracking for seamless reporting Conal Kennedy, Head of Practice Consulting, Chartered Accountants Ireland said “For many years, our Excel-based PQAs and Audit Exempt packages have been very popular with our members in practice. We are delighted now to offer this choice to members, which will shorten the learning curve by allowing them to use familiar templates and work programs from the existing packages and will give them the extra functionality of the MyWorkpapers platform. Anyone involved in statutory audit or accounts preparation in either the Republic of Ireland or Northern Ireland should take a look at this.” Ben Bishop, Bright’s Chief Product and Technology Officer, said “This partnership allows us to deliver a digitised and rules-driven version of the guidelines directly in line with the work being undertaken by the accountant. Helping to ensure high quality, compliant and repeatable output every time; the digitally delivered updates will help keep practice staff on point with any changes to process or compliance. Together, we are empowering accounting professionals to deliver even greater value to their clients while staying compliant and ahead of industry trends. As part of the Bright family, MyWorkpapers continues to drive innovation in the accounting sector, offering solutions that evolve with the needs of modern accountants.” Accounting and audit professionals can access the integrated platform immediately at www.myworkpapers.com/eu

We can feel like we need or want to say yes to everything – the fun weekend plans, that big project at work, family commitments but without clear boundaries, we may find ourselves feeling overwhelmed, stressed, and even resentful as we stretch ourselves too thin in an attempt to meet everyone’s demands. Boundaries define what we perceive as acceptable and unacceptable in our interactions with ourselves and others, both in our personal and professional lives. Establishing and upholding boundaries is not only about protecting our time and energy but also about fostering healthy, respectful relationships with others.  Understanding Boundaries: What Are They? Boundaries can be thought of as personal limits that help to safeguard our needs, values, and energy. They set the tone for how we interact with others and how we allow others to treat us. Some may build very high and rigid boundaries, which can be an isolating experience that distances us from people. Some may lack boundaries which can leave us vulnerable and with a loss of identity.  In a professional setting, boundaries are crucial to avoid burnout, enhance productivity, and maintain a sense of balance. While in personal relationships, they protect our emotional health and ensure that interactions remain respectful and supportive. Why Boundaries Matter Without boundaries, it’s easy to fall into patterns of people-pleasing, overworking, or neglecting our own needs and can lead to a variety of negative outcomes, including: Burnout: Continuously taking on too many responsibilities or neglecting self-care leads to exhaustion, irritability, and a sense of being overwhelmed. Resentment: When we fail to establish boundaries, we may feel taken advantage of, leading to negative emotions and strained relationships. Poor Work-Life Balance: Without boundaries, our personal and professional lives can blur, making it difficult to switch off and enjoy downtime. Decreased Productivity: When we don’t protect our time and energy, we may find ourselves less focused, less efficient, and prone to making mistakes. How to set boundaries Setting and maintaining healthy boundaries is a complex ongoing process. Everyone has different boundaries, so it may be hard to know where to start. To set boundaries, you must understand what you need to create an environment where you can function at your best. Boundaries can be a whole range of aspects in your life. They can be physical, emotional, intellectual, financial, or sexual. They can be rigid, non-negotiable, flexible or compromising. You might set boundaries around your time, your privacy, what topics you’re comfortable discussing — anything to protect your emotional and physical space. Setting boundaries require self-awareness. Be clear and honest with yourself and others about your expectations, what you’re comfortable with and what you need. Know Your Limits The first step in setting boundaries is understanding your limits and own needs. It’s important to be honest with yourself about what you can handle. Take the time to reflect on what is sustainable to you, your feelings, and what your body and mind are telling you. This involves assessing your personal and professional capacity, for example, what your workload is like, how much time you can dedicate to a task or obligation, maybe you might need time alone to recharge every so often. Communicate Your Boundaries Once you have a clear understanding of your limits, it's essential to communicate them to others. In the workplace, this could mean saying “no” to requests that conflict with your priorities or setting clear expectations around response times to emails and messages. Express your boundaries calmly and clearly, and make sure others understand what is and isn’t acceptable. Being assertive doesn't mean being rude or dismissive, but rather confidently expressing your needs and limitations in a way that is respectful to both yourself and others. Enforce Your Boundaries Setting boundaries is only effective if you follow through and enforce them. Be consistent in your responses and actions. If someone crosses your boundaries, gently but firmly remind them of your limits. Be patient but stay firm in protecting your boundaries. Prioritise Your Time Respect your time and encourage others to do the same. This helps maintain a sense of control over your day and reduces the chance of burnout. Time boundaries help you protect your schedule, making sure you’re not overcommitting or stretching yourself too thin. Consider setting limits on when you check your work email or turn off notifications outside of work hours. Create a clear divide between work and personal time to avoid feeling like you’re always “on call.” Practice Self-Care Setting boundaries also means prioritising your wellbeing by practicing self-care. Whether it’s taking a break from social obligations or carving out time for a hobby, respecting your need for personal space and time is an essential part of maintaining healthy relationships. Don’t feel guilty for saying “no” to social events or family gatherings if it interferes with your wellbeing. Setting boundaries is essential for maintaining a healthy balance between our personal and professional lives. They protect our mental and emotional wellbeing, ensure that we maintain healthy relationships, and allow us to prioritise our needs without guilt. While setting boundaries can be challenging, it’s a necessary skill that enables us to live more fulfilling, balanced lives. By understanding and communicating our limits, practicing self-care, and enforcing our boundaries, we create space for personal growth, respect, and peace of mind. Ultimately, healthy boundaries are the foundation of a happier, more productive life. Thrive is the Institute’s dedicated wellbeing hub which provides emotional and practical support to our members, students and their family members for life. Should you find yourself in a difficult situation, the team at Thrive can help steer you through life’s ups and downs. Talk to us today on mobile: (353) 86 024 3294 or email us.

The term emotional intelligence is something we hear a lot of these days and has become a buzzword of sorts in the wellness space. However, it is a critical skill and its importance on our wellbeing, work performance and interpersonal relationships shouldn't be underestimated. Emotional intelligence is defined as the ability to identify and regulate one's emotions and understand the emotions of others. Here, we look at emotional intelligence, its impacts, and how to develop and improve it. Characteristics of emotional intelligence Essentially, emotional intelligence is being aware of our emotions, how they drive behaviour and impact ourselves and others (negatively and positively). Some experts even believe that it is more important in determining life success than IQ. There are certain traits and key signs associated with emotional intelligence. Some include: An ability to identify and describe how you and other people are feeling Self-confidence and acceptance Being able to accept and let go of mistakes and move on quickly Acceptance and embracing of change Feelings of empathy and concern for others Being sensitive and astute to others’ feelings and emotions Being able to manage emotions in difficult situations or within conflict The 5 elements of emotional intelligence According to psychologist Daniel Goleman, who popularised the concept, there are five components to emotional intelligence. Self-awareness Self-awareness is considered the core foundation of emotional intelligence. Strong self-awareness is recognising and understanding your emotions, knowing why you are feeling a certain way and acknowledging their impact on you and others. It is also about knowing your strengths and weaknesses, what your values are and having a strong moral compass. Self-awareness is a key skill in managing our wellbeing too, it helps with decision-making and helps you instinctively make the right choices for you. Conversely, it is suggested those with lower EI exhibit uncontrolled and misunderstood emotions which can heighten their susceptibility to a host of mental health concerns such as stress, anxiety, and depression. Self-regulation Once you have an awareness over your emotions, the next step is being able to manage and regulate your emotions – particularly the negative ones. This is not to be misconstrued as bottling up or hiding your true feelings. Self-regulation is about expressing yourself appropriately. It is one’s ability not to act impulsively or hastily based on emotions, steady self-regulation allows us to reduce how intense our emotions and reactions are. Motivation The next element is the ability to motivate, not only yourself but others too. Motivation is the drive to improve ourselves, set standards and expectations for ourselves and our desire to achieve. This type of motivation goes beyond external rewards though, it is based on a desire to fulfill inner needs and goals. In a work setting, those who are highly motivated tend to be action-oriented, always looking for ways to do things betters, are very committed, and like to take the initiative. Empathy Being empathetic is another key foundation of good emotional intelligence. An important interpersonal skill, empathy is having an understanding of others’ thoughts, feelings and emotions and respecting their point of view. Empathy for others can help foster stronger relationships and is especially vital in the workplace as it is integral to understanding workplace dynamics, influences and how different situations can be interpreted. It can also guide the interactions we have with different people we encounter daily. Social Skills The final element in the emotional intelligence concept is social skills, which is the ability to properly manage others’ emotions, and the ability to connect, interact, influence and work with a range of people effectively. Having strong social skills allows people to build strong and meaningful relationships. In work settings, people can benefit from effective social skills as it allows us to develop strong rapport and trust. In emotional intelligence, social skills include active listening, verbal communication skill, non-verbal communication skills, leadership and persuasiveness. Take a look at our Communicating with impact webinar to learn more about building these key communication skills. Developing our emotional intelligence Emotional intelligence infiltrates all aspects of our lives and is essential for understanding ourselves as well as how successful we are in navigating our social world. Research has found being emotionally intelligent is associated with professional success, financial security, fulfilling and meaningful relationships, increased life satisfaction as well as better overall physical and mental health. While some tend to be more naturally adept, the good news is that these skills can be learned, developed, and strengthen over time. Here are some ways you can strengthen your emotional intelligence. Know yourself – Practice and develop your own self-awareness by becoming more in tune with your emotions and your emotional reactions and responses. Knowing what and how you are feeling can help you identify and process your emotions and strengthen your ability to communicate them in a healthy way. To strengthen your awareness, make a note of when you are experiencing strong feelings, what made you feel that way, and if there were any adverse reactions to those feelings. Communicate and listen – Strong communication skills are essential for developing emotional intelligence and crucial for building strong relationships. Work on communicating openly and be willing to share your own feelings. People communicate verbally and non-verbally, so it is helpful to actively listen and observe reactions.  Active listening involves listening with all senses and paying full attention to the speaker. To develop this skill try nodding along, asking questions or repeating points they have made to show you are listening and understand what the speaker is saying. Empathy – Be mindful of how others may be feeling. While you may not feel that way or have a differing stance in a situation, being empathic means you can imagine yourself in someone else’s position and can acknowledge how and why they may be feeling a certain way. To build empathy, take the other person’s feelings into consideration in a way that is respectful and comforting to the other person. The Thrive Wellbeing Hub provides free practical and emotional support to members, students and family members. We offer a confidential space for you to talk, whether you need a listening ear, wellbeing advice or professional counselling, we are here for you. You can contact the thrive wellbeing team by email at: thrive@charteredaccountants.ie or by phone: (+353) 86 0243294

The Financial Reporting Council (FRC) has issued minor amendments to the FRS 102 and FRS 105 standards. These amendments reflect the recent increase to the UK company size thresholds, which are referred to in appendix 3 of both standards. The changes have been published as an amendment document and should be read together with the current version of the full standards to constitute the latest edition. As part of the update, the following documents have been published. A summary document which outlines the changes FRS 102 and FRS 105 amendments effective from 6 April 2025 An updated Overview of the financial reporting framework document Updated scoping tables An updated FRS 102 Factsheet 8 – Climate-related matters

Is your audit firm compliant with the UK Audit Regulations provisions impacting eligibility for UK audit registration? Firms holding UK audit registration are reminded of the requirement to comply with certain provisions of the UK Audit Regulations by 1 April 2025.   These are important provisions relevant to a firm’s eligibility for UK audit registration.  As previously notified to firms, the UK Audit Regulations published in October 2024, include updates to improve alignment with the UK Companies Act 2006 and the FRC Eligibility Criteria.  The definitions of ‘majority’ and ‘voting rights’ for the purposes of determining the control of an audit firm were clarified, and related guidance expanded.  Audit firms with UK registration may be affected where a ‘super-majority’ (more than 50%) is required for certain decisions of the firm to take effect.  To summarise, decisions on all matters that direct the overall policy of the firm or alter its constitution need to be controlled by qualified persons.  If your firm has matters in its constitution that specify a higher than simple majority (50%), then qualified persons must hold the specified ‘super-majority’ (more than 50%).  In addition, if your firm is a limited company, it must also ensure that specific matters that require special resolution approval under company legislation (i.e., by a majority of not less than 75%) are controlled by qualified persons.  These matters will typically affect the firm’s constitution e.g. change of company name, amending the Articles of Association/Constitution, winding up of the firm, reduction in share capital etc.  As such, firms that are limited companies will need to ensure they have sufficient qualified persons to approve any decisions that require a special resolution to be passed.  A limited company firm may be able to include provisions in its Articles of Association/Constitution to deprive a certain class/type of shareholders of the right to vote in certain circumstances.  The Institute advises limited company firms, with audit registration in the UK, to obtain legal advice on whether changes are needed to their Articles of Association/Constitution to ensure qualified persons hold a majority of voting rights. The UK Audit Regulations are issued jointly by Chartered Accountants Ireland, the Institute of Chartered Accountants in England and Wales (ICAEW) and the Institute of Chartered Accountants of Scotland (ICAS).  While the UK Audit Regulations were revised with effect from 1 October 2024, a transition period of 6 months was incorporated so that these particular rules take effect from 1 April 2025.  This transition period allowed a period of time for firms to effect necessary governance changes.  Firms are reminded of the requirement to inform the Institute promptly in relation to changes to the firm’s structure, ownership or constitution in accordance with Audit Regulation 2.11. ICAEW has published some useful FAQs in relation to the UK Audit Regulations and eligibility criteria.     The FRC issued a position paper in this regard in August 2024.   The Firms with any questions about the application of these revised definitions to their firm should contact the Institute at authorisations@charteredaccountants.ie.

On 12 March, the Institute responded to the NI Executive's consultation on the NI Draft Budget. In the response, the Institute urged the Executive to provide clearer targets, funding strategies, and policy commitments in the Programme for Government. It also advocates for tax and revenue reforms, investment in public services, and long-term economic planning to create a more stable and competitive business environment. A full copy of the response is available to view HERE.

The Institute's Financial Reporting Technical Committee has responded to the International Accounting Standards Board's Exposure Draft IASB/ED/2024/8- Provisions – Targeted Improvements Proposed amendments to IAS 37 In its response, the Institute outlined some areas where the proposed amendments to the IAS 37 standard could be improved. These include; A recommendation that examples are included within Application Guidance to the standard A recommendation that the difference between a “transfer” and “exchange of economic resources” is better explained, and Concerns regarding the proposed deletion of paragraph 18 of IAS 37 The response in full can be viewed on the Institute website.

The Institute’s Financial Reporting Technical Committee has responded to the Financial Reporting Council's (FRC) Exposure Draft FRED 86 Draft amendments to FRS 101 Reduced Disclosure Framework 2024/25 cycle. FRS 101 sets out an optional reduced disclosure framework that is available for the individual financial statements of subsidiaries and ultimate parents that otherwise apply the recognition, measurement and disclosure requirements of adopted IFRS. The standard is intended to enable cost effective financial reporting within groups to reduce reporting burdens, particularly for those applying IFRS Accounting Standards in their consolidated financial statements.  Each year, the FRC carry out a review of the standard to decide whether FRS 101 should provide exemptions from new IFRS disclosure requirements or whether other consequential amendments are required. FRED 86 proposed some minor changes to the FRS 101 standard, including; The consideration of disclosures in IFRS 18- Presentation and Disclosure in Financial Statements, and whether these disclosures should be exempted in FRS 101. The proposal that an entity who applies FRS 101 should not apply IFRS 19- Subsidiaries without Public Accountability: Disclosures. In its response, the Institute agreed with the proposed amendments to the standard.

In Irish news this week, we issue a further reminder that the deadline for submitting the 2024 share related returns is 31 March 2025 and we outline the EU VAT scheme available to small enterprises. In UK news, HMRC has begun a communication campaign on Making Tax Digital and the Autumn Finance Bill has now completed all parliamentary stages. In International news, the OECD has published the 2024 update of its Investment Tax Incentives Database. Ireland 1. We remind readers of the imminent deadline for filing the annual share scheme returns for 2024. 2. Read about the EU VAT SME scheme available to small businesses to alleviate VAT compliance obligations. UK 3. HMRC is writing to agents and clients on Making Tax Digital. 4. The Autumn Finance Bill recently received Royal Assent and is now Finance Act 2025. International 5. Read about the latest update of the OECD Investment Tax Incentives Database. Keep up to date with all the latest Irish, UK, and international tax developments through Chartered Accountants Ireland’s Tax Newsletter. Subscribe to the Tax News by updating your preferences in MyAccount. You can also read this week’s post EU exit corner which confirms that the next stage in the Windsor Framework for parcels and freight has been further delayed and will now commence on the revised date of 1 May 2025.

Companies House must verify the identity of anyone submitting information to the public register, including those acting on behalf of a company. This aims to further enhance the accuracy and transparency of information provided to Companies House.   Going forward, an ACSP will need to register as such before it can submit information and conduct verification checks on behalf of its clients. This will include company formation agents, accountants, solicitors, chartered secretaries and governance professionals. To become an ACSP, agents must be supervised by a UK Anti-Money Laundering (AML) supervisory body.   Companies House is hosting a webinar on 2 April 2025 which will share helpful information on registering as an ACSP. You can register to attend this webinar here.   

A new service, the EU Sanctions Helpdesk, has been set up to support European SMEs in complying with sanctions. The service is funded by the European Union.  The Helpdesk offers resources and personalised assistance free of charge to companies performing sanctions due diligence checks. It also manages a dedicated website featuring sanctions-related information, events, tips, lessons learned, and more. Readers can click  to read more about the EU Sanctions Helpdesk , Visit the EU Sanctions Helpdesk website, Submit a request to the EU Sanctions Compliance Support Service & read Frequently asked questions and access the Audiovisual Service. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.