Companies Act 2014 section 1348

Interpretation (Chapter 1)

Section 1348 sets out the key definitions and interpretive rules used throughout Chapter 1, which deals with the public offering of securities, prospectus requirements, and related civil liability provisions.

• The section defines essential terms such as "prospectus", "securities", "issuer", "offeror", "expert", and "local offer", drawing on both EU and Irish prospectus law to establish a consistent framework for public offers of securities.
• A "local offer" is an offer of securities to the public in the State where the total consideration is more than €100,000 but less than €8,000,000, subject to certain conditions — these offers fall outside full EU prospectus requirements but are still regulated under this Chapter.
• A statement in a prospectus is treated as untrue if it is misleading in the form and context in which it appears, and professional advisers and underwriters (acting in that capacity) are excluded from being treated as promoters or persons who authorised the prospectus for civil liability purposes.
• Nothing in this Chapter limits any liability a person may have under general law, and where a person purchases securities for immediate resale to give effect to an offeror's public offer intention, that purchaser is treated as an underwriter.