IRELAND Law and Practice Contributed by: Philip Tully, Emma Doherty, Geraldine Carr, Simon Shinkwin and Carlo Salizzo, Matheson LLP
6. Competition Law 6.1 Merger Control Notification
15% in cases of horizontal overlap and 25% in cases of vertical overlap, or where there is a change from joint to sole control in a pre-existing joint venture. Where these requirements are not met, mergers may still be notified to the CCPC on a voluntary basis under Section 18 (3) of the Act. The CCPC can also investigate mergers falling below the turnover thresholds, (and “call in” such merg - ers) where they believe the merger could present competition issues. Joint Ventures Only full-function joint ventures (ie, those which perform, on a lasting basis, all the functions of an autonomous economic entity) constitute a merg - er for the purposes of the Irish merger control regime. The CCPC, which is primarily responsi - ble for the enforcement of the Irish merger con - trol regime, adopts an approach mostly consist - ent with the European Commission in identifying whether joint ventures are subject to Irish merger control law. Where a joint venture does not qualify as full function, the CCPC may assess it under Sec - tion 4 of the Act, based on Article 101 of the Treaty on the Functioning of the European Union (TFEU). Typically, the CCPC will have regard to the European Commission’s Guidelines on Hori - zontal Cooperation Agreements and the Guide - lines on Vertical Restraints when undertaking such an assessment. 6.2 Merger Control Procedure A filing must be submitted to the CCPC prior to implementing the merger and may be made as long as the undertakings involved demonstrate a good faith intention to conclude an agreement.
The Irish merger control regime applies to “any merger or acquisition” defined by Section 16 (1) of the Competition Acts 2002 to 2022 (the ”Act”), as amended, including transactions where: • two or more undertakings, previously inde - pendent of one another, merge; • one or more individuals who already control one or more undertakings or one or more undertakings acquire direct or indirect con - trol of the whole or part of one or more other undertakings; or • the acquisition of part of an undertaking, although not involving the acquisition of a corporate legal entity, consists of acquiring assets that constitute a business to which a turnover can be attributed (here, “assets” include goodwill). Turnover Thresholds Mergers and acquisitions that meet the turnover thresholds set out in Section 18 (1) of the Act are subject to mandatory notification to the CCPC, where, for the most recent financial year: • the aggregate turnover within Ireland of the undertakings involved is not less than EUR60 million; and • the turnover within Ireland for each of two or more of the undertakings involved is not less than EUR10 million. The simplified merger notification procedure can be used for transactions that meet the financial thresholds for notifications but pose no risk of substantial lessening of competition in Ireland, for example, where there is no horizontal or verti - cal overlap between the undertakings involved, where the combined market shares are less than
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