IRELAND Law and Practice Contributed by: Enda Garvey, Brian McCloskey and Robert Maloney Derham, Matheson LLP
A “transaction” includes any transaction or proposed transaction where a change of control of an asset or the acquisition of all or part of an undertaking in the state is affected. The concept of “control” is the same as in the EU and Irish merger control regimes, and relates to “direct or indirect influence” over the activi - ties of the undertaking (eg, voting rights or securities, ownership of assets of the undertaking, or rights and contracts providing influence over the decisions of the undertaking). Transactions for the acquisition of shares or voting rights only have to be notified where the above-men - tioned criteria are fulfilled and where the percentage of shares or voting rights held changes from: • less than 25% to more than 25%; and • less than 50% to more than 50%. It remains to be seen how this will be implemented in practice. However, broadly speaking, Ireland is expected to remain very “FDI-friendly”. Investment Limited Partnerships The use of Investment Limited Partnerships (ILPs) by private asset managers has increased in recent years, following an overhaul of the partnership legislative regime in Ireland in 2021. The ILP now offers the key features and functionality that managers and investors have come to expect from similar vehicles in jurisdic - tions such as the Cayman Islands and Luxembourg, but in the Irish regulatory, tax and service provider environment. The ILP incorporates standard private equity and real asset fund features such as closed-ended structures, excuse provisions and exclude provisions, capital accounting, commitments, capital contributions and drawdowns, defaulting investor provisions, distribu - tion waterfalls and carried interest, and advisory com - mittees. In addition, the ILP is tax-transparent for Irish tax purposes, and one of the ILP’s key features – com - pared to similar vehicles in other jurisdictions – is its ability to be structured as an umbrella fund with sepa - rate sub-funds (including segregated liability between those sub-funds).
More than 65 ILPs have now been established in Ire - land, and the feedback from managers and investors regarding their experiences of the new structure has been very positive in terms of the structure itself, the level of fundraising that was achieved following the introduction of the new ILP-based products, and the pragmatic approach experienced in establishing an ILP in Ireland as compared to other jurisdictions. The positive experiences of those who have already estab - lished ILPs are expected to continue to drive further activity by other financial sponsors in these areas. The Central Bank of Ireland is also currently proposing to update its domestic rules for ILPs (and other types of similar investment fund) to add increased flexibility for private equity sponsors. Examples of these chang - es include proposed updates to (i) remove existing restrictions regarding cross-collateralisation amongst parallel fund structures and holding companies; (ii) remove existing warehousing rules to provide for more flexibility; and (iii) significantly update rules applying to subsidiaries/holding companies sitting under Irish private equity funds (including ILPs) in order to ensure they are aligned with those in other jurisdictions. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues See 2.1 Impact of Legal Developments on Funds and Transactions regarding FDI and 6.4 Conditionality in Acquisition Documentation regarding merger control. There have been no major Irish law developments on sanctions or anti-bribery in the past 12 months. Ireland participates in the EU decision-making pro - cess when taking sanctions decisions at the EU level but does not adopt sanctions autonomously. The EU regularly adopts new sanctions all the time (particu - larly against Russia and in relation to its invasion of Ukraine), and Ireland follows those decisions. Ireland’s anti-bribery laws were last updated in 2018 (Criminal Justice Act 2018). In terms of ESG regulations, most Irish ESG laws are derived from EU legislation. For example, Ireland transposed the EU’s Corporate Sustainability Report - ing Directive (CSRD) in July 2024, and new regulations
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