IRELAND Trends and Developments Contributed by: Deborah Kelly, Joseph O’Rourke, Lorna Osborne and Paul Martin, Addleshaw Goddard
ary companies are owned by the same parent company, such a merger can be facilitated in one transaction rather than in several transac - tions, which simplifies the process. Further, in relation to domestic mergers, the amended Act now allows one of the merging entities to be a designated activity company. Previously, one of the merging entities had to be a private company limited by shares. The Act has also been amended to provide a more flexible way for company administration. It now provides that documents which are required to be executed under seal can be done in sepa - rate counterparts. This provides better flexibility in situations where the seal and signatories are in different locations and it would be difficult for the seal and the signatures to be placed on the document at the same time. According to the amended Act, this provision will apply “notwith- standing any provision of the company’s consti- tution” , allowing for a more efficient alternative to any provision regarding the affixing of the com - pany seal contained in the company’s constitu - tion. This is particularly useful in the context of M&A transactions involving parties in different locations. Competition law and merger control Ireland’s Competition and Consumer Protection Commission has continued to take an active role in reviewing mergers, with a particular focus on ensuring that transactions do not result in anti- competitive market structures. The regulator has increased its willingness to impose conditions on deals, particularly in sectors where market concentration is a concern, such as retail, tel - ecoms and healthcare. ESG and corporate governance trends Environmental, social and governance (ESG) considerations are increasingly shaping deal -
making in Ireland. Companies are facing greater scrutiny from investors and regulators regard - ing their sustainability credentials. Due dili - gence processes now routinely incorporate ESG assessments, with buyers seeking assurances on carbon footprint, corporate social responsi - bility policies and governance frameworks. The implementation of the EU’s Corporate Sus - tainability Reporting Directive has further rein - forced ESG considerations, requiring companies to enhance their transparency on sustainability- related risks and opportunities. Challenges and Risks in the M&A Landscape Despite Ireland’s strong M&A performance, cer - tain challenges persist: • Macroeconomic uncertainty: Higher interest rates and inflationary pressures continue to influence deal valuations and financing condi - tions. To navigate macroeconomic uncertain - ties, companies are increasingly exploring cross-sector partnerships and diversification strategies. • Regulatory complexity: The evolving legal and regulatory framework, particularly in areas such as FDI screening and competition law, has introduced additional compliance require - ments. Regulatory complexity is particularly pronounced in the tech sector, where data privacy laws have become a focal point of due diligence. • Geopolitical risks: Global tensions, rising protectionism, potential tariff changes, foreign government policy changes and supply chain disruptions remain key considerations for cross-border transactions. Outlook for 2025 and Beyond The outlook for the Irish M&A market remains positive, with strong fundamentals supporting
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