IRELAND Law and Practice Contributed by: Keith Robinson, Barry Tyrrell and Julia Mullin, Dillon Eustace LLP
is getting control of the bank, the transaction will be prohibited. The CBI also requires that fitness and proper standards be met by the proposed acquirer or controller. A notification regarding the proposed acquisi - tion of a qualifying holding must be submitted to the CBI via the ECB’s information management system portal. The CBI and ECB will then work in conjunction to approve acquisitions or increases in qualifying holdings within Irish banks. The CBI will consider the following when con - sidering a ATNF. • The identity of the acquirer and any informa - tion regarding the legal entity or individual acquiring control. • Details of the acquisition including the pro - posed shareholdings and voting rights. • Business plan: the CBI will conduct a com - prehensive review of historical and projected compliance with quantitative prudential requirements, and the business plan of the proposed acquirer. • Financial soundness: the CBI will assess the source(s) of funding and the manner in which the funds are to be paid. This aspect of the assessment is performed in line with the ECB Handbook on Qualifying Holding Procedures, and the Joint Guidelines for the prudential assessment of acquisitions in the financial sector (JC/GL/2016/01). The CBI has up to 90 business days from the receipt of a complete application to assess the acquiring transaction notification. Additional information can be sought by the CBI through - out this time period.
There are currently no specific restrictions on private ownership nor geographical restrictions on foreign ownership of Irish banks. The Screen - ing of Third Country Transactions Act 2023 gives effect to the EU Screening Regulation (Regula - tion (EC) 2019/452), which introduced a screen - ing regime for certain foreign investment trans - actions that may present risks to the security or public order of Ireland. It is generally understood that the CBI prefers that banks are not owned or controlled by sin - gle private individuals or that bank ownership of banks is not “stacked” under insurance under - takings. Prior ownership experience of banks or other financial institutions will be an advantage in applying for the approval of an acquisition of a qualifying holding. Once an acquirer has been assessed and has successfully gained control over the bank, they will be subject to ongoing oversight by the CBI and will be obliged to provide periodic financial reports to the CBI alongside updates on the cor - porate governance and risk management within the bank. 4. Governance 4.1 Corporate Governance Requirements All banks authorised in Ireland are subject to minimum corporate governance standards as set out in the CGR. Additional requirements set out in the CGR apply to banks designated as “high impact” by the CBI. The CGR seeks to ensure that credit institutions authorised by the CBI have established sound internal governance structures in order to ensure effective oversight of their activities, relative to their scale and level of sophistication.
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