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Structured finance is a set of financial techniques and products designed to pool, redistribute and manage financial risk and cash flows. Common transactions include securitisations, asset-backed lending, collateralised loan obligations, and the use of special-purpose vehicles - often called SPVs. While Gorey is a market town in County Wexford, not a national financial centre, people and businesses in Gorey can and do participate in structured finance transactions that are governed by Irish law and EU rules. Many transactions use Irish entities, the Irish courts and Irish regulatory frameworks because Ireland offers a well-established legal, tax and corporate structure for securitisations and related instruments.
Structured finance transactions are legally and technically complex. A specialist lawyer can help at every stage to reduce legal, tax and regulatory risk. Common situations where you will likely need legal help include:
- Setting up a special-purpose vehicle or trust under Irish law and ensuring it is insolvency-remote and properly structured for the intended transaction.
- Drafting and negotiating transaction documents such as purchase agreements, servicing agreements, security and collateral documentation, intercreditor arrangements, and offering documentation.
- Advising on regulatory compliance - for example, whether the Central Bank of Ireland rules, the EU Securitisation Regulation or investment fund and market rules apply.
- Completing due diligence and providing legal opinions on title, enforceability and perfection of security.
- Addressing tax structuring and revenue risks - including the consequences of using Section 110 companies or other vehicles historically used in Irish securitisations.
- Handling closing mechanics, registration of security and post-closing compliance obligations.
- Managing disputes, enforcement of security, insolvency matters and cross-border recovery.
Structured finance in Gorey is governed primarily by Irish national law and applicable EU law. Key legal aspects to be aware of include:
- Company and corporate law - The Companies Act 2014 sets out formation, powers and governance of Irish companies, which are commonly used as SPVs in securitisations and other structured transactions.
- Insolvency and restructuring - Irish insolvency law and the Irish courts play a central role in determining creditor rights, priority and the treatment of SPVs if a counterparty or an SPV becomes insolvent.
- Securities and security perfection - Security over assets is typically created by way of fixed and floating charges, assignments and contractual pledges. Perfection and priority depend on proper documentation and, where relevant, registration.
- EU Securitisation Regulation - Securitisations marketed or placed in the EU must take account of the EU Securitisation Regulation, which includes transparency requirements and the framework for Simple, Transparent and Standardised - STS - securitisations.
- Financial regulation - The Central Bank of Ireland regulates financial institutions and certain market conduct. Where a transaction involves regulated entities, investment products or public offers, additional licensing and compliance rules may apply.
- Taxation - Irish tax law and Revenue practice influence vehicle choice, distribution rules and net returns. Historical use of Section 110 companies attracted scrutiny and legislative change; tax advice is essential for any structure.
- Capital markets and listing - Euronext Dublin is the Irish stock exchange and is commonly involved where debt or securitisation notes are listed. Listing and prospectus rules can be relevant for certain transactions.
Structured finance uses specialised contractual arrangements and legal vehicles to isolate assets and cash flows, redistribute risk, and create securities or obligations that differ from standard loans. Regular lending is typically a direct borrower-lender relationship. Structured finance often involves pooling assets, transferring them to an SPV, and issuing securities backed by those assets.
Yes. Individuals, local businesses and regional lenders can be counterparties, originators, servicers or investors in structured finance transactions. Many such transactions are centralized through Irish legal entities or Dublin-based service providers, but the underlying parties can be located in Gorey or elsewhere.
Ireland has developed a strong legal, tax and regulatory ecosystem for securitisation. It offers experienced legal and professional services, a predictable commercial court system and EU regulatory alignment. These features make Ireland attractive as a jurisdiction for SPVs and issuance, even when the underlying assets or investors are located abroad.
A Section 110 company is a special-purpose company created under Irish tax law that historically allowed qualifying companies to obtain tax-neutral treatment for certain securitisation activities. The regime has been amended in response to anti-abuse measures and public policy changes. If your transaction contemplates tax structuring in Ireland, you should seek specialist tax and legal advice to understand current rules and alternatives.
Look for a solicitor or law firm with specific experience in securitisations, structured products, finance transactions and Irish corporate law. Ask about prior transactions, role in documentation drafting, tax and regulatory expertise and experience with closing and enforcement. If your matter involves cross-border issues, choose advisers with international experience or strong relationships with foreign counsel.
Costs vary widely depending on complexity, number of parties, documentation and regulatory filings. Legal fees can range from modest for simple documentation to substantial for large securitisations with multiple jurisdictions. Timelines also vary - a straightforward transaction may complete in a few weeks, while complex deals can take several months. Obtain a scope and fee estimate from your lawyer early in the process.
Not all structured finance transactions require express approval. However, if the transaction involves regulated financial services, investment funds, consumer lending, or entities that require authorisation, Central Bank rules will be relevant. Your adviser should assess whether licences, notifications or exemptions are needed.
Perfection depends on the type of asset and the method of creating security - fixed charge, floating charge, assignment or pledge. Registering charges when required and ensuring proper documentation is essential. Enforcement generally proceeds through remedies under the security documents and Irish courts, including receivership, sale of assets or bankruptcy/liquidation processes. Local counsel will advise on the correct steps to ensure priority and enforceability.
Tax considerations include corporate tax treatment of SPVs, withholding tax on payments to investors, stamp duty implications for asset transfers, and the interaction with Irish anti-avoidance rules. Revenue practice and recent legislative changes can materially affect returns, so obtain up-to-date tax advice tailored to your structure.
Insolvency raises issues of priority, stay on enforcement, and treatment of transferred assets. Your immediate steps should include contacting your lawyer, preserving documentation, checking security perfection and considering applications to the Irish courts where appropriate. Early legal advice improves prospects for protection of creditor or investor rights.
When seeking legal advice or information on structured finance in Ireland, consider these public bodies and organisations as starting points for guidance and regulatory context:
- Central Bank of Ireland - regulator of financial institutions and conduct of business rules.
- Companies Registration Office - for company formation and filings under the Companies Act.
- Revenue Commissioners - for tax guidance and rulings relevant to vehicle design and transaction tax treatment.
- Law Society of Ireland - to find qualified solicitors and check professional credentials.
- Euronext Dublin - relevant for listing requirements and market rules if securities will be listed.
- Insolvency Service and Irish courts - for guidance on insolvency processes and enforcement.
- Professional services firms in Dublin and across Ireland - accountancy, trustee and service providers commonly support structured finance transactions.
If you need legal assistance with structured finance in Gorey, follow these practical steps:
- Gather basic information - identify the assets, counterparty details, proposed financing structure, timeline and commercial goals.
- Seek an initial consultation with a solicitor experienced in structured finance and Irish corporate law. Bring transaction summaries and key documents to the meeting.
- Obtain a written scope of work and fee estimate. Confirm who will handle tax advice and whether specialist counsel in other jurisdictions is required.
- Ask your lawyer to conduct a legal and regulatory review, including any licensing needs, tax exposures and security perfection steps.
- Plan the transaction timetable, identify necessary filings and registrations, and agree milestones for documentation, closing and post-closing compliance.
- Keep documentation organised and ensure prompt communication with your adviser to avoid delays in perfection or regulatory filings.
Working with experienced local and Dublin-based advisers will help you navigate the legal, tax and regulatory landscape efficiently and reduce risks associated with structured finance transactions.
