Best Securities Lawyers in Midleton

About Securities Law in Midleton, Ireland

Securities law governs how companies and funds raise money from investors, how securities like shares, bonds, notes, fund units and certain derivatives are issued and traded, and how market participants are supervised. People in Midleton interact with the same national and EU securities framework that applies across Ireland, supervised by the Central Bank of Ireland and, for listed issuers, the rules of Euronext Dublin. Whether you are a local entrepreneur issuing shares, an investor buying bonds, a start-up exploring crowdfunding, or a fund professional, you are operating in a regime designed to promote fair markets, truthful disclosure and investor protection.

Why You May Need a Lawyer

You may need a securities lawyer when you are raising capital for a company or fund, including seed, Series A, venture capital or private equity rounds. A lawyer helps structure the offer, prepare or assess disclosure, apply prospectus exemptions, and negotiate term sheets and shareholder agreements. If you plan to list on Euronext Dublin or Euronext Growth, legal advice is critical for admission documents, ongoing disclosure and market conduct rules.

Investors often seek advice before subscribing to private placements, crowdfunding offers or fund interests, to understand risk, suitability and rights, and to check the status of the firm under MiFID II and Central Bank authorisations. If you suspect mis-selling, insider dealing, manipulation or other misconduct, a lawyer can help you assess remedies, including complaints to the Financial Services and Pensions Ombudsman, regulatory reports to the Central Bank, or civil claims.

Firms that provide investment services from Midleton or elsewhere in Ireland need help with authorisation, client agreements, client asset protection, AML and beneficial ownership obligations, and day-to-day compliance with conduct rules. Issuers and their directors need guidance on market abuse prohibitions, inside information controls, closed periods, PDMR dealings, and timely disclosure of price-sensitive news. Companies granting employee share options and ESOPs also benefit from legal input to align plan documents, corporate approvals and regulatory touchpoints.

Local Laws Overview

Most applicable rules are national and EU law rather than Midleton-specific. Key elements include the Companies Act 2014 for company formation, share issuances, shareholder rights and corporate governance. The Central Bank Acts and the Investment Intermediaries Act 1995, along with the MiFID II framework, set the permissions required to provide investment services and the ongoing conduct and client asset rules. The Central Bank of Ireland is the competent authority for securities markets supervision in Ireland.

The Prospectus Regulation governs when a prospectus is required for offers to the public or admission to trading on a regulated market. Common exemptions include offers addressed solely to qualified investors, offers to fewer than a specified number of persons per Member State other than qualified investors, high minimum denominations per security, or smaller offers below a monetary threshold over a 12-month period. Where an issuer seeks admission to Euronext Growth, an admission document is required under market rules even if an EU prospectus is not needed.

The Market Abuse Regulation prohibits insider dealing, unlawful disclosure of inside information and market manipulation. It imposes duties on issuers, including prompt public disclosure of inside information unless a delay is justified, maintaining insider lists, and observing closed periods and notification obligations for persons discharging managerial responsibilities. The Transparency framework requires periodic financial reporting and major shareholding notifications when crossing legal thresholds in voting rights. Short selling rules may require position notifications or impose restrictions in certain circumstances.

Fund formation and marketing are governed by UCITS and AIFMD regimes, the Irish Collective Asset-management Vehicles Act 2015, the Unit Trusts Act 1990 and the Investment Limited Partnerships legislation. Retail marketing of alternative funds is restricted and generally requires specific approval. Sustainable finance disclosures apply to many funds and managers under the Sustainable Finance Disclosure Regulation.

Crypto-assets can fall under different regimes. If a token qualifies as a financial instrument it is treated as a security and subject to MiFID II and related rules. The Markets in Crypto-assets Regulation introduces a framework for certain crypto-assets that are not financial instruments, including authorisation of crypto-asset service providers by the Central Bank. Offers of asset-referenced tokens and e-money tokens have enhanced requirements.

Other relevant areas include consumer protection requirements, data protection for investor and shareholder information, anti-money laundering obligations including beneficial ownership filings, and tax considerations such as stamp duty on transfers of certain Irish shares. Public takeovers of Irish-registered public companies are overseen by the Irish Takeover Panel under the Takeover Rules.

Frequently Asked Questions

What counts as a security in Ireland

Securities generally include shares, bonds, debentures, notes, depositary receipts, warrants and many derivatives. Units or shares in investment funds are also typically securities. Some tokens or crypto-assets may be securities if they exhibit rights or features of transferable securities. The legal classification depends on the instrument’s characteristics, not its label.

Do I need a prospectus to raise money for my company

You need an approved prospectus if you offer securities to the public or seek admission to a regulated market, unless an exemption applies. Common exemptions include offers solely to qualified investors, offers to a limited number of investors per Member State other than qualified investors, a high minimum denomination per security, or total consideration below a set monetary threshold over 12 months. Even if a prospectus is not required, other rules still apply, such as fair and not misleading communications, company law procedures and anti-money laundering checks.

What is the difference between Euronext Dublin and Euronext Growth

Euronext Dublin is a regulated market with the full EU rule set for listing and continuing obligations. Euronext Growth is a multilateral trading facility aimed at small and mid-sized companies with a lighter admission process. An EU prospectus may not be required for Euronext Growth admission, but an admission document and ongoing disclosure under the market’s rules are still necessary, and public offers can still trigger prospectus requirements if no exemption applies.

How do private placements work

Private placements are offerings made without a public marketing campaign and are typically limited to qualified or professional investors, or made under other exemptions. They involve targeted offer documents, investment agreements and corporate approvals. Although not publicly offered, private placements must still be truthful, comply with company law, respect market abuse rules where applicable, and avoid acting as a regulated firm without authorisation.

What are my ongoing obligations if my company is listed

Listed issuers must publish periodic financial reports, disclose inside information promptly unless a justified delay is recorded, maintain insider lists and observe closed periods for PDMR dealings. They must notify and publicly disclose managers’ transactions within short deadlines and process major shareholding notifications. They must also comply with market rules on corporate actions, corporate governance statements where applicable and timely disclosure of price-sensitive developments.

What are the rules on insider dealing

Insider dealing is buying or selling financial instruments while in possession of inside information, which is information that is precise, non-public and likely to have a significant price effect. It is prohibited, as is recommending or inducing others based on inside information and unlawfully disclosing such information. Issuers must control access to inside information, keep insider lists and train relevant staff.

Can I use crowdfunding to raise money in Midleton

Equity and lending crowdfunding platforms that serve Irish clients generally operate under the EU crowdfunding framework and are supervised by the Central Bank. Issuers using these platforms must follow platform rules, provide required disclosures and ensure their marketing is fair, clear and not misleading. Larger or public-facing offers may still trigger prospectus or other regulatory requirements, so legal review is recommended early.

I lost money through an investment I believe was mis-sold. What can I do

If a regulated firm gave unsuitable advice or misrepresented risks, you may complain to the firm, then escalate to the Financial Services and Pensions Ombudsman for consumer disputes. You may also have civil claims for misrepresentation or breach of duty. Suspected market abuse or unauthorised business can be reported to the Central Bank. A lawyer can help evaluate routes, evidence and timelines.

Can I market a fund to Irish investors

UCITS funds follow a passporting regime and can be marketed to retail investors once properly notified. Alternative funds are typically marketed to professional investors and face restrictions for retail marketing unless specific approval is obtained. Distributors and advisers must be appropriately authorised, and investor disclosures under SFDR and other rules must be in place.

Do employee share option plans raise securities issues

Yes. Employee share and option plans involve issuing or transferring securities and must align with company law, shareholder authorities, option plan terms and, for listed issuers, market abuse and disclosure controls. Communications to employees must be fair and clear. Tax and stamp duty effects should be assessed alongside the legal steps.

Are crypto token offerings allowed

It depends on the token. If the token is a financial instrument, securities laws apply, including possible prospectus, MiFID II and market abuse obligations. If not a financial instrument, the token may fall under the Markets in Crypto-assets framework, which imposes white paper, conduct and authorisation requirements for certain tokens and service providers. Offers and marketing must be carefully structured to comply with the correct regime.

What records should a small company keep when issuing shares

Maintain accurate board and shareholder resolutions, subscription or investment agreements, share allotment and register entries, updated constitution if needed, and timely filings with the Companies Registration Office. Keep a clear cap table and, where applicable, beneficial ownership filings. Accurate records reduce disputes and support future funding or exit events.

Additional Resources

Central Bank of Ireland - The national supervisor for investment firms, fund management companies, crowdfunding service providers and market conduct, including prospectus approvals and market abuse enforcement.

Euronext Dublin - The listing venue for Irish debt and equity securities, including rules for Euronext Dublin and Euronext Growth admissions and continuing obligations.

Companies Registration Office - The registrar for company filings, including share allotments, changes to directors and company constitutions that often accompany securities transactions.

Irish Takeover Panel - The authority overseeing takeovers of relevant Irish-registered public companies and the application of the Takeover Rules.

Financial Services and Pensions Ombudsman - Independent body handling consumer complaints against regulated financial service providers, including investment firms and intermediaries.

Revenue Commissioners - The tax authority for matters such as dividend withholding tax, capital gains tax and stamp duty on transfers of certain Irish securities.

Local Enterprise Office Cork - Advisory and support resource for start-ups and SMEs in the Cork region that are considering equity investment or growth funding.

Enterprise Ireland - State agency supporting high-growth companies, often involved alongside private investors in funding rounds and related compliance.

Next Steps

Clarify your objective, whether it is raising capital, investing, listing, launching a fund or resolving a dispute. Gather key documents, such as your company constitution, recent financials, draft pitch or offering materials, prior investment agreements, cap table and any correspondence with brokers or platforms.

Speak with a solicitor experienced in securities and financial regulation. Ask about relevant experience, timelines, the likely regulatory route, and a clear fee proposal. If you plan to use an intermediary, verify its authorisation status with the Central Bank and request written disclosures about services and risks.

Agree a plan for compliance, including whether a prospectus or admission document is needed, which exemptions apply, what ongoing disclosures will be required, and how inside information and PDMR dealings will be controlled. Build a realistic timetable that allows for regulatory review and investor due diligence.

If you believe you have suffered a loss due to mis-selling or misconduct, act promptly. Record the facts, secure your documentation, stop further payments if appropriate, and seek legal advice on complaints, regulatory referrals and potential court actions within applicable limitation periods.

This guide is informational only. Securities matters are time-sensitive and fact-specific. Early legal advice will help you choose the correct path and avoid costly missteps.