IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
Its mandate is defined under the Irish Takeo - ver Panel Act 1997, the European Communi - ties (Takeover Bids) Regulations 2006 and the Takeover Rules 2022. • Central Bank of Ireland (CBI): The CBI is responsible for market abuse regulation, over - seeing compliance with the Market Abuse Regulation (EU 596/2014) and the Market Abuse Directive (2014/57/EU), as well as the Transparency Directive (2004/109/EC). It also enforces transparency obligations for publicly traded companies, including the publication of financial reports and major shareholding disclosures. 2.3 Restrictions on Foreign Investments Ireland generally encourages foreign investment, with minimal barriers to entry. However, certain investments in sensitive sectors are subject to regulatory scrutiny and approval: • Antitrust and Competition: Mergers, acqui - sitions and joint ventures must comply with antitrust regulations under both Irish and EU law. Under the Competition Acts 2002–2022, transactions meeting specified thresholds must be notified to the CCPC, which can approve, approve with conditions, or prohibit the transaction. Media mergers are subject to additional review by the Minister for Com- munications, Climate Action and Environment regardless of the undertaking involved. If EU thresholds are met, the merger must also be notified to the European Commission. • National Security Screening: The Screen - ing of Third Country Transactions Act 2023 enables the Minister for Enterprise, Trade and Employment to review foreign investments that may pose risks to national security or public order. Transactions within this regime cannot proceed without clearance. Failure to notify can lead to sanctions. Given the
broad thresholds, parties are advised to notify proactively. • Sector-Specific Scrutiny: Foreign invest - ments in sensitive sectors – such as defence, telecommunications, energy and media – often face additional regulatory oversight. Such investments are closely scrutinised for potential national security concerns or risks to strategic interests. • EU Foreign Direct Investment (FDI) Screen- ing: Ireland is also subject to the EU FDI Screening Regulation, which enables EU member states to assess foreign invest - ments in sectors critical to security and public order, further aligning national screening with broader EU objectives. 2.4 Antitrust Regulations Antitrust regulations in Ireland are governed by both Irish and EU competition law. The CCPC enforces these laws, including the Irish merg - er control regime under the Competition Acts 2002–2022 (as amended). At the EU level, the EU Merger Regulation (EC 139/2004) governs mergers, with the European Commission as the competent authority. M&A transactions and certain joint ventures must be notified to the CCPC if they meet the required thresholds under the 2002 Act. The substantive test for clearance focuses on whether the merg - er would substantially lessen competition in the relevant markets in Ireland. The notification thresholds are triggered if, for the most recent financial year (including unau - dited figures): • the aggregate turnover in Ireland of all parties is at least EUR60 million; and
901 CHAMBERS.COM
Powered by FlippingBook