IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
reflect Ireland’s response to economic and technological shifts, streamlining corporate governance and regulatory procedures in the M&A space. • European Media Freedom Act: Expected to take effect in August 2025, the European Media Freedom Act will bring substantial changes to the Irish merger control regime, particularly in media transactions. This legis - lation could significantly impact future M&A activity, introducing new regulatory frame - works for media sector mergers. 3.2 Significant Changes to Takeover Law Over the past 12 months, there have been no significant changes to public takeover law in Ireland. However, there are some developments to watch: • European Media Freedom Act: Effective from August 2025, this will impact media sector mergers and acquisitions, introducing additional scrutiny for public takeovers in the media industry. • Takeover Panel Act: While no major revisions have been made recently, future changes may be influenced by ongoing EU and UK regula - tory trends, particularly regarding national security and foreign investment controls. • Foreign Investment Screening: The Screen - ing of Third Country Transactions Act 2023 adds a layer of scrutiny for public takeovers involving foreign investors from outside the EEA and Switzerland, particularly when national security risks are involved. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is common for bidders to build a stake in the target before launching a public offer in Ireland.
The principal stakebuilding strategies are as fol - lows: • Market Purchases: Acquiring shares on the open market is the most common method. However, once a bidder acquires 30% or more of the target’s voting shares, it triggers a mandatory offer obligation under the Sub - stantial Acquisition Rules (SARs). The SARs govern the speed at which a 29.9% stake can be acquired in a target prior to an offer. • Private Agreements: Bidders may acquire shares off-market through direct negotiations with major shareholders, with such transac - tions requiring disclosure under Irish takeover rules. • Equity Derivatives: Bidder companies some - times use instruments such as contracts for difference or equity swaps to gain economic exposure to target shares, avoiding direct ownership and the accompanying disclosure obligations. • Pre-Offer Agreements: Bidders may secure irrevocable commitments from key sharehold - ers to support the offer. Stakebuilding is regulated by the Irish Takeover Panel, which ensures compliance with the SARs and enforces transparency in public offers. 4.2 Material Shareholding Disclosure Threshold In the context of a public takeover offer, the Takeover Rules require bidders (as well as other parties) interested in 1% or more of the target’s securities to make an “opening position disclo- sure” after the commencement of an offer period and to disclose any dealings in securities in the target during the offer period. There are two principal regimes under Irish law in respect of the notification of interests in securi -
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