IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
• The Corporate Enforcement Authority: The Corporate Enforcement Authority investigates and prosecutes breaches of the Companies Act 2014, which governs the regulation of companies in Ireland. • Competition and Consumer Protection Commission (CCPC): The CCPC is respon - sible for merger control at the national level, ensuring that mergers do not substantially lessen or prevent competition in the market. • Minister for Enterprise, Trade and Employ- ment: Under the Screening of Third Country Transactions Act 2023 (effective January 2025), the Minister has the authority to review and take action on transactions involving third countries that may pose risks to Ireland’s national security or public order. • The European Commission: The European Commission enforces the Foreign Subsidies Regulation. The Directorate-General for Com - petition handles enforcement for concentra - tions (M&A), while the Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs enforces regulations regarding financial contributions in public procurement. • Data Protection Considerations: In M&A transactions involving personal data, the Data Protection Commission (DPC) ensures compliance with GDPR. Data protection due diligence is essential, focusing on reviewing data processing agreements, cross-border transfers and data subject rights. The par - ties must assess whether any data transfers require DPC consultation or adjustments to the deal structure to manage regulatory risks, especially in sectors like technology, health - care and financial services. Public M&A Specific Regulators • Takeover Panel: The Irish Takeover Panel monitors and supervises takeovers and rele - vant transactions involving public companies.
Mergers are also used, particularly in private acquisitions, as they allow companies to com - bine assets without requiring liquidation. Domes - tic mergers between Irish entities are governed by the Companies Act 2014 ( “2014 Act” ), while cross-border mergers are regulated under the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023. Public Companies Publicly traded companies are primarily acquired through takeover offers, which involve purchas - ing all or a majority of the target’s shares. A takeover can be: • recommended, where the target’s board endorses the bid; or • hostile, where the board opposes the offer and advises shareholders to reject it. Takeovers of public companies are typically executed in two ways: • Contractual Takeover Offer: The bidder makes an offer directly to shareholders, requiring acceptance by more than 50% of voting shares. If 90% acceptance is reached, the bidder can compulsorily acquire the remaining shares. • Scheme of Arrangement: Requires approval from at least 75% of voting shareholders (by value and number) at a general meeting and High Court approval. This method is com - monly used for recommended bids and is a more efficient way to acquire 100% control of a target company. 2.2 Primary Regulators For M&A activity in Ireland, the primary regula - tory authorities are as follows:
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