IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Alice Duffy, Simon Shinkwin and Marie McGinley, Matheson LLP
1. Legal System 1.1 Legal System and Judicial Order
The Screening of Third Countries Transactions Act 2023 The Screening of Third Country Transactions Act 2023 (the “Screening Act”) came into effect on 6 January 2025. The regime provided for in the Screening Act is suspensory (with criminal sanctions) and involves very low thresholds. It covers a wide variety of sectors (eg, critical utilities and infrastructure sectors, hi-tech and personal data focused businesses and media busi - nesses) and needs to be considered in parallel with other foreign investment regimes, as well as Irish and international merger control rules. 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Under the Screening Act, a new mandatory notifi - cation to the Minister for Enterprise, Tourism and Employment (the “Minister”) would be required for certain transactions that involve third-country or foreign-controlled undertakings that are parties to a transaction if the following conditions are met: • a third-country undertaking or a connected person is a party to the transaction; • the value of the transaction is at least EUR2 million; • the transaction relates to certain defined critical infrastructure, critical technologies and dual use items, supply of critical inputs, access to sensitive information including person data or the freedom and pluralism of the media; and • the transaction relates to change of control of an asset or a defined change in share or voting rights in an undertaking in the state. 2.3 Commitments Required From Foreign Investors Irish authorities currently impose no specific commit - ments on foreign investors in relation to their invest - ments. However, the Act does empower the Minister to attach conditions to a notifiable transaction. Sec - tion 18 (4) of the Screening Act contains the collective or individual measures that the Minister may require the transaction parties to undertake in order to safe - guard the State’s security or public order. 2.4 Right to Appeal The parties to a transaction may appeal a screening decision to an adjudicator within 30 days. Adjudica -
The judicial system in Ireland is established by the Constitution and the principal courts are the district courts and circuit courts (with limited jurisdiction), the High Court (with unlimited jurisdiction in civil and criminal matters), the Court of Appeal (with appellate jurisdiction) and the Supreme Court (which usually exercises final appellate jurisdiction only). The judici - ary is independent of the legislature and the executive. Ireland is a member state of the EU and of the UN. The Irish legal system is similar in many respects to that of the UK and the US. Irish law is based upon the com - mon law, statute and the Constitution. The EU also represents an important source of Irish law, and deci - sions of the Court of Justice of the European Union (CJEU) exercise significant influence over Irish law. Ireland is the only fully EU common law jurisdiction (as Cyprus and Malta have mixed legal systems), making it an attractive jurisdiction to establish opera - tions and litigate international commercial disputes in. Other factors, such as the ease of doing business and the fact that it is the only Eurozone country in which English is the main language spoken, make Ireland one of the best destinations for foreign direct invest - ment (FDI). 2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments The FDI Screening Regulation The EU Investment Screening Regulation (Regulation (EU) 2019/452, the “FDI Screening Regulation”) came into force in October 2020. The FDI Screening Regu - lation sets out rules which enable scrutiny of invest - ment ventures pursued within the EU by third coun - tries. Individual member states retain discretion as to whether they implement a screening system, but any such system must then meet basic criteria concern - ing confidentiality, transparency and the application of review timeframes.
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