IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
2.6 National Security Review Effective from 6 January 2025, the Minister for Enterprise, Trade and Employment has the authority to review transactions involving non- EEA and Swiss investors that may pose risks to Ireland’s national security or public order under the Screening of Third Country Transactions Act 2023. The Minister assesses whether a transac - tion could impact public order. Transactions that raise potential concerns must undergo mandatory screening, which can take up to 90 days, potentially delaying deal time - lines. Additionally, non-notifiable transactions are subject to a post-completion “call-in” period, lasting up to 15 months, during which the Minis - ter can intervene if new risks are identified. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The main developments in the last three years in Ireland (related to M&A) are as follows: • FDI Screening Regime: A major develop - ment in Irish M&A is the introduction of the FDI screening regime under the Screening of Third Country Transactions Act 2023, effective from January 2025. This allows the Minister for Enterprise to review transactions involving foreign investors where the acquired asset relates to “critical matter” , as defined by the legislation. The broad scope of the sectors involved means careful consideration should be made of each transaction’s poten - tial applicability to the regime. • Updates to the Companies Act 2014: In December 2024, amendments to the Compa - nies Act 2014 were implemented, simplifying the merger process in Ireland. These changes
• the turnover in Ireland of at least two parties is at least EUR10 million. Media mergers are exempt from these thresh - olds and always require notification. Addition - ally, a CCPC notification may be required even if thresholds are not met if the merger raises com - petition concerns. 2.5 Labour Law Regulations Acquirers in Ireland should primarily be con - cerned with the following labour law regulations when considering an M&A transaction: • Transfer of Undertakings (TUPE): Employees of the target company automatically transfer to the acquirer under the same terms and conditions, with protections against dis - missal and obligations to inform and consult employee representatives. • Consultation and Information: The acquirer must consult with employees or their repre - sentatives about significant changes, includ - ing the impact of the acquisition, in line with EU Directives on employee information and consultation. • Collective Agreements: The acquirer may inherit any collective agreements or trade union obligations that the target company is bound by. • Dismissal Protections: Acquirers must com - ply with unfair dismissal laws when consider - ing employee terminations post-acquisition. • Employee Contracts and Liabilities: Employ - ment contracts, pensions and other liabilities typically transfer with the business under TUPE, requiring careful review by the acquir - er. • Redundancy Procedures: Any redundancies following the acquisition must adhere to Irish redundancy consultation and compensation requirements.
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