IRELAND Law and Practice Contributed by: Enda Garvey, Brian McCloskey and Robert Maloney Derham, Matheson LLP
1.2 Market Activity and Impact of Macro- Economic Factors The Irish M&A market has proved resilient during the past 12 months when faced with geopolitical con - cerns and the prevailing economic headwinds of inflation, supply chain issues, tariff uncertainty and rising energy costs. However, the easing of inflation - ary headwinds – coupled with increased certainty in relation to interest rates – is having and will continue to have a positive impact on deals requiring acquisi - tion finance. Although business carve-outs have gained preva - lence, share purchases of entire businesses remain the most common buyout method. Asset purchases continue to be the preferred transaction structure when seeking to carve out a business line from a broader (most often large corporate) business. Despite the high interest rate environment, private equity continues to play an outsized role in the Irish M&A market. Private equity-backed trade acquirers remained highly active, completing 70 Irish deals in the first half of 2025. However, private equity deal volumes were down approximately 21% in the first half of 2025, as against the same period in 2024. Irish private equity fund activity remains stable, and Irish-headquartered pri - vate equity funds completed 14 direct investments during the first half of the year. In contrast, international private equity activity in Ire - land declined, mirroring a global trend of deal mak - ers exercising caution and prioritising where to make investments and allocate capital. 2. Private Equity Developments 2.1 Impact of Legal Developments on Funds Previously, there were no specific restrictions on for - eign buyers acquiring Irish private companies. How - ever, this has changed following the coming into force of Regulation (EU) 2019/452 of the European Council and of the Parliament establishing a framework for and Transactions EU FDI Regulation
the screening of foreign direct investments (FDI) into the EU (the “EU FDI Regulation”) on 11 October 2020. The EU FDI Regulation applies to a broad range of for - eign investments by non-EU countries into EU mem - ber states that are likely to affect “security or public order”. An investment may be deemed likely to affect security or public order where it could potentially affect certain strategic interests, such as: • access to sensitive information, including personal data, or the ability to control such information; and • the freedom and pluralism of the media. On 6 January 2025, the Screening of Third Country Transactions Act 2023 was commenced in Ireland. The key points are that this new regime is suspenso - ry (with criminal sanctions), involves very low thresh - olds, covers a wide variety of sectors, and needs to be considered in parallel with merger control rules. It remains to be seen how it will be implemented in practice; however, the Department of Enterprise, Tour - ism and Employment has published draft guidance documents. • critical infrastructure; • critical technologies; • supplies of critical inputs; Under the new legislation, a new mandatory notifica - tion to undertake a “screening procedure” by the Min - ister for Enterprise, Tourism and Employment will be required for certain transactions to which third-coun - try or foreign-controlled undertakings (this includes both companies and individuals outside the EU, the European Economic Area (EEA) and Switzerland) are parties 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 or impacts critical infra - structure, critical technologies or dual-use items, critical inputs including natural resources, access to sensitive data, and/or the freedom and plurality of the media; and • the transaction relates to an asset or undertaking in the state.
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