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Content last updated: 29-08-2019

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Overall description of merger control regime

1.1 Supranationality

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Yes, Ireland is a member of the European Union (“EU”). The EU is a supranational jurisdiction for its Member States.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No, Ireland is not a supranational jurisdiction.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

Ireland, as a member of the EU, is subject to the supranational authority of the EU, including EU merger control rules which are enforced by the Directorate General for Competition of the European Commission. This means that once the applicable notification thresholds for the EU’s merger control regime are met, Ireland is precluded from applying its own domestic merger control rules to a transaction that may otherwise be notifiable in Ireland.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Irish merger control rules are enforced by the Competition and Consumer Protection Commission. Filing to the Competition and Consumer Protection Commission is mandatory if the Irish thresholds set out in 2.3.1 under the Merger Screening Schedule are met. 

Media mergers are subject to a specific regime with alternative thresholds which, if met, must also be mandatorily notified to the Competition and Consumer Protection Commission.

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

Yes, Irish law prohibits the undertakings concerned from putting a merger or acquisition into effect prior to its notification to the Competition and Consumer Protection Commission and the issuance of a determination approving the transaction. To do otherwise will render the relevant merger or acquisition as void under Irish law.

To fail to notify a notifiable transaction to the Competition and Consumer Protection Commission is a criminal offence under Irish law.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

A transaction is caught by Irish merger control rules if:

(a) Two or more undertakings, previously independent of one another, merge; or

(b) One or more individuals who already control one or more undertakings, or one or more undertakings, acquire direct or indirect control of the whole or part of one or more other undertakings; or

(c) An undertaking acquires assets (which may include goodwill) of another undertaking that constitute a business to which a turnover can be attributed.

1.2 Joint ventures

1.2.1 What types of joint ventures are caught by the merger control rules?

The creation of joint ventures performing on a lasting basis all the functions of an autonomous economic entity resulting in permanent structural market change, i.e. a so-called "full function" joint venture, is notifiable to the Competition and Consumer Protection Commission if the Irish thresholds set out in 2.3.1 under the Merger Screening Schedule are met.

1.3 Definition of "control"

1.3.1 How are the concepts of "control" and "change of control" defined?

"Control" is defined as the possibility of exercising decisive influence on an undertaking by rights, contracts or any other means, either separately or in combination and having regard to the considerations of fact and law involved.

It has to be decided on the facts in each case, whether there is a possibility of exercising decisive influence over an undertaking. Decisive influence can be de jure in the form of acquisition of the majority of the voting rights or through special rights; or de facto based on a historic pattern of attendance at annual general meetings.

Only transactions that bring a lasting "change of control" to the undertakings concerned and in the structure of the market are covered by Irish merger control rules. Thus, transactions resulting only in a temporary change of control, such as for instance a transitory transaction, are not covered.

1.4 Minority shareholdings

1.4.1 Are minority and other interests less than control caught by the merger control rules?

Acquisition of minority or other interests that do not lead to an acquisition of control do not fall within the Irish merger control rules and are, thus, not notifiable to the Competition and Consumer Protection Commission.

2. Establishing jurisdiction for notification of mergers

2.1 Merging parties/undertakings concerned

2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.

In a merger, the “undertakings concerned” are each of the merging entities.

In an acquisition of control, the undertakings concerned may vary depending on the characteristics of the transaction.

In case of acquisition of sole control, the undertakings concerned are the acquiring undertaking consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and the target undertaking (i.e. not including the seller).

In case of acquisition of joint control of a newly created joint venture, the undertakings concerned are each of the undertakings jointly acquiring control. The same applies where one undertaking contributes a pre-existing subsidiary or a business (over which it exercises sole control) to a newly created joint venture.

In case of acquisition of joint control over a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control, and the pre-existing acquired undertaking.

In case of entry of a new shareholder in a pre-existing joint venture, which leads to a change in the quality of control for the remaining controlling shareholders, the undertakings concerned are the newly entering controlling shareholder alongside with the remaining controlling shareholders.

In case where a pre-existing, full-function joint venture acquires control over another undertaking, the undertakings concerned are the joint venture (i.e. not including the parent companies) and the target undertaking. Where a joint venture is mere acquisition vehicle, the undertakings concerned are in such situation the parent companies to the joint venture and the target undertaking.

- In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the joint venture. The other "existing" shareholder (i.e. the seller) is not considered an undertaking concerned.

2.2 Date for establishing jurisdiction

2.2.1 Which date is relevant for concluding whether the transaction is notifiable?

Notification to the Competition and Consumer Protection Commission may be made after any one of the following applicable events occurs:

One of the undertakings involved has publicly announced an intention to make a public bid or a public bid has been made but has not yet been accepted;

The undertakings involved demonstrate to the Competition and Consumer Protection Commission a good faith intention to conclude an agreement or a merger or acquisition is agreed; and

- In relation to a scheme of arrangement, a scheme document is posted to shareholders.

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

A transaction must be notified to the Competition and Consumer Protection Commission when the following thresholds are met:

The aggregate turnover in Ireland of the undertakings concerned is not less than EUR 60,000,000; and

The turnover in Ireland of each of two or more undertakings concerned is not less than EUR 10,000,000.

2.3.2 For each threshold, can the threshold be triggered by only one party having local turnover?

No. The thresholds set out in 2.3.1 above require at least two undertakings concerned to have Irish turnover.

2.3.3 For each threshold, can the threshold be triggered without any party having local turnover?

No. The thresholds set out in 2.3.1 above require at least two undertakings concerned to have Irish turnover.

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

Yes. Section 18(3) of the relevant domestic legislation (i.e., the Competition Act 2002 (as amended)) provides for voluntary notification where the proposed merger or acquisition does not meet the thresholds specified above but has the potential to substantially lessen competition in Ireland.

If the proposed merger or acquisition may substantially lessen competition by either (i) having the effect of preventing, restricting or distorting competition or (ii) the strengthening of a dominant market position, the Competition and Consumer Protection Commission may contact parties to a merger falling below the turnover thresholds and request that they notify the merger on a voluntary basis so that the merger will benefit from the statutory exclusions from the prohibition on anti-competitive arrangement and abuse of dominance.

If, having been contacted by the Competition and Consumer Protection Competition, the parties to a non-notifiable merger or acquisition that appears to raise prima facie competition concerns inform the Competition and Consumer Protection Commission that they do not intend to notify, the Competition and Consumer Protection Commission will carry out a preliminary inquiry to determine whether to open a full investigation on the basis that (i) the merger or acquisition may prevent, restrict or distort competition or (ii) the merger or acquisition may strengthen a dominant market position. Such an investigation would be pursuant to sections 4 and/or 5 of the Competition Act 2002.

At any stage during either a preliminary inquiry or a full investigation, the Competition and Consumer Protection Commission may seek notice of intention to implement the merger or acquisition, may seek undertakings from the notifying parties not to implement the merger or acquisition for a certain period or, where necessary, may seek an injunction from the Irish courts to restrain implementation of the merger or acquisition.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

Sector specific rules apply to media mergers which must be notified to the CCPC. Media mergers are notifiable if:

(a) One of the undertakings concerned carries on a media business in Ireland and, in that context, has either (i) a physical presence in Ireland and makes sales to customers in Ireland, or (ii) made sales in Ireland equal to or greater than EUR 2,000,000 in the most recent financial year; and

(b) At least one other undertaking concerned carries on a media business in either (i) Ireland or (ii) elsewhere.

2.4.2 Are any such schemes mandatory or voluntary?

Notifications of media mergers are mandatory in Ireland.

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Transactions meeting the above thresholds have to be notified to the Competition and Consumer Protection Commission, regardless of whether or not the undertakings concerned are domiciled in Ireland.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.1 Relevant turnover

3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?

Turnover in Ireland is regarded by the Competition and Consumer Protection Commission as arising from sales made or services supplied to customers located within Ireland. It excludes any value added tax or excise duty.

3.1.2 Identification and link to any official rules, guidance etc. on how to calculate turnover?

The Competition and Consumer Protection Commission has issued limited guidance on its approach to the calculation of Irish turnover. The Competition and Consumer Protection Commission tends, however, to follow the practice of the European Commission and the principles set out in the European Commission’s Consolidated Jurisdictional Notice under Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings ("the Jurisdictional notice").

One exception to the foregoing is the Competition and Consumer Protection Commission’s approach to the geographic allocation of turnover in the context of financial institutions where it takes the opposite approach to that set out in the Consolidated Jurisdictional Notice (whereas the European Commission considers that turnover in relation to financial institutions should be allocated on a branch basis, the Competition and Consumer Protection Commission follows the approach of determining geographic allocation of turnover based on whether sales/services are supplied to customers within Ireland).

3.2 Relevant period for calculation of turnover

3.2.1 Which financial year(s) is relevant for the calculation of turnover?

The turnover should be based on the latest financial year for which audited annual accounts exist.

3.2.2 Should adjustments be made for e.g. divestitures, acquisitions, closings and other changes of the economic reality of the undertaking concerned made after or during the relevant financial year?

Where the economic reality of a business changes, e.g. such as via a recent acquisition or divestment, that should be taken into account when calculating Irish turnover for the last financial year (as based on European Commission guidance which the Competition and Consumer Protection Commission tends to follow in practice).

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The "undertakings concerned", i.e. which parties?

See Section 2.1.1 above.

3.3.2 The undertakings whose turnover is taken into account?

See the definition of the "undertakings concerned" in Section 2.1.1 above. In short, the undertakings whose turnover is taken into account comprise the entire group that the acquirer belongs to and the target's group (i.e., target and any of its wholly or jointly-owned subsidiaries).

3.3.3 Shall the turnover of the existing seller be included in the target's group turnover?

No. The turnover of the existing seller should not be included in the target’s group turnover.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

Turnover should be allocated geographically based on whether or not the customer was located in Ireland at the time of the turnover generating transaction, i.e. were the goods actually delivered or services actually provided to a customer based in Ireland.

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable.

3.6 Calculation of other thresholds

3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?

Not applicable.

3.7 Special rules

3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?

There are no special rules or principles which apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. state-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others).

3.7.2 Does any exemptions apply?

Not applicable.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

The Competition and Consumer Protection Commission draws a distinction between the “notifying parties” and the undertakings concerned.

As a general rule, both the acquirer and the target, or both of the merging entities, are responsible for filing. In practice, the Competition and Consumer Protection Commission encourages joint notification by the notifying parties (although the notifying parties are not legally obliged to notify on a joint basis).

There are two exceptions to the foregoing general rule. First, in the case of an asset acquisition, only the purchaser is required to notify. Secondly, in the context of a public bid, the notification can be made by the purchaser alone.

1.2 Deadlines for filing

1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?

There are no mandatory deadlines for filing.

However, a transaction meeting the legal thresholds has to be notified to the Competition and Consumer Protection Commission and a clearance decision issued prior to implementation of the transaction.

1.2.2 Are there any sanctions for not filing within the deadlines?

To fail to notify a notifiable transaction to the Competition and Consumer Protection Commission is a criminal offence under Irish law.

1.3 Early filing

1.3.1 Is it possible to file before the signing of merger agreement?

Yes, notification can be made to the Competition and Consumer Protection Commission where the undertakings concerned demonstrate to the Competition and Consumer Protection Commission a good faith intention to conclude an agreement or, if one of the undertakings involved has publicly announced an intention to make a public bid but that bid has not been made yet.

1.4 Filing fees

1.4.1 Are there any fees for filing, and, if so, please describe how such fees are calculated?

Yes, a notification fee of EUR 8,000 is payable in respect of each notified transaction.

1.4.2 When must the filing fee must be paid?

The filing fee must be paid on or before the date on which the notification of the transaction is made to the Competition and Consumer Protection Commission.

1.5 Publicity

1.5.1 When and in which format will the authority publish receiving a notification?

The Competition and Consumer Protection Commission publishes a notice of the notification on its website within seven days of receiving a notification.

1.5.2 How will the authority in general handle the case publicly, e.g. will it usually comment in the media, send out press releases etc.?

In general, the Competition and Consumer Protection Commission will abstain from commenting on active cases in the media save statements in respect of factual procedural matters.

The Competition and Consumer Protection Commission is required to publish its written determinations at the end of each of its Phase I and, where commenced, Phase II investigations. The Competition and Consumer Protection Commission does not publish the parties’ notifications and is required to have due regard for commercial confidentiality when publishing its determinations.

1.5.3 Will third parties be able to review the notification?

No, the Competition and Consumer Protection Commission does not publish the notifications of notifying parties in the context of any transaction. Press releases placed on the Competition and Consumer Protection Commission’s website and circulated via email to subscribing individuals will indicate the names of the parties to the notified transaction and the industry sector affected by it, as well as giving third parties the opportunity to make submissions to the Competition and Consumer Protection Commission in relation to the proposed merger or acquisition. Such submissions from third parties are requested to be made within ten working days of publication of the Competition and Consumer Protection Commission’s notice.

2. Procedure and timing

2.1 Normal and simplified procedures

2.1.1. Does the regime allow for a simplified (fast track) procedure, and, if so, what are the criteria for using the simplified procedure?

There is currently no simplified (fast track) procedure for notifications in Ireland. The Competition and Consumer Protection Commission has, however, committed to introduce a simplified review procedure in due course.

The Competition and Consumer Protection Commission is in the process of drafting simplified procedure guidelines and detailed proposals on how the process may work. This will include:

  • The criteria which may be used to select notifiable transactions for assessment under a simplified procedure.
  • Examples of situations where mergers which qualify for assessment under a simplified procedure may be reviewed under a standard procedure.
  • An overview of what changes will be made to current merger procedures.

The Competition and Consumer Protection Commission has stated that draft guidelines will be published and a period of consultation with practitioner provided for prior to the introduction of these guidelines. It is anticipated that this consultation will take place before the end of 2019.

2.2 Procedural stages (cf. timetable below)

2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?

There is currently no simplified notification procedure for Irish merger notifications.

The main test for the Competition and Consumer Protection Commission (“CCPC”) is whether the transaction will result in a substantial lessening of competition (“SLC”) in any relevant market for the supply of goods or services in Ireland. The CCPC's approach in applying the SLC test is based heavily on economic analysis, and for the most part reflects the approach taken by the European Commission in assessing whether a "significant impediment to effective competition" arises under Regulation (EC) 139/2004 on the control of concentrations between undertakings. The CCPC has stated that the SLC test must be applied in terms of the effect that a proposal would have on consumer welfare, which, in its view, refers to a range of variables including price, output, quality, variety and innovation.

The CCPC may either clear the transaction or open a Phase II investigation in the context of an initial Phase I investigation.

Phase I

Upon receipt of the notification, the notification will be assessed (i) to ensure that it is a merger or acquisition within the meaning of the Competition Act, (ii) to consider whether it is a media merger within the meaning of the Competition Act and (iii) to confirm that all requisite information has been furnished to the CCPC.

As soon as practicable after receiving the notification, the CCPC will examine the notification to verify if full details have been provided. Where full details are not provided, the CCPC will inform the parties that full details have not been provided. The notification will not be valid until full details are provided. 

Within 7 calendar days from the date of receipt of the notification, the CCPC will publish notice of it on its website. Third parties may make submissions on the notification and must clearly indicate any information which should be treated as confidential.

The CCPC may issue a written requirement to the parties involved to provide further specified information within a specified time period.

The CCPC may enter into discussions and the undertakings involved may make proposals to the CCPC with regard to the manner in which the merger or acquisition may be put into effect.

If the CCPC forms the opinion that the result of the merger will not result in a SLC the CCPC will determine that it may be put into effect.

Phase II

Phase II of the review procedure will be initiated where the CCPC is “unable on the basis of the information before it to form the view that the result of the merger or acquisition will not be to substantially lessen competition in markets for goods or services in Ireland”.

The CCPC at the end of Phase I will inform the parties involved (including third parties who have made submissions) that it intends to carry out a full investigation (the “date of determination”) and also publish notice of this on its website inviting submissions from third parties.

The CCPC shall consider all submissions made to it. Submissions from third parties must be received in writing within 15 working days of the date of determination. Submissions from the parties involved must be received in writing within 20 working days of the date of determination. 

If within 40 working days of the date of determination the CCPC is satisfied that the result of the merger will not result in a SLC it will without carrying out an assessment (the “Assessment”) determine that the merger may be put into effect or may be put into effect subject to conditions.

If, having considered all submissions, the CCPC is not satisfied that the result of the merger will not result in a SLC, it will, within 40 working days of the date of the determination furnish its Assessment to the undertakings involved. The assessment will set out clearly the CCPC’s concerns regarding the effect of the proposed merger on competition in the relevant markets.

Within 15 working days after the delivery of the assessment, the undertaking may make a written response. Notification that an undertaking seeks to make an oral response is permitted within 5 working days of the delivery of the assessment.

Within 15 working days after the delivery of the assessment, the CCPC may enter into discussions with the undertakings with regard to the manner in which the merger could be put into effect to ameliorate any effects of the merger on competition.

On completion of Phase II, the CCPC shall make one of the following determinations:

(i) that the merger or acquisition may be put into effect,

(ii) that the merger or acquisition may not be put into effect,

(iii) that the merger or acquisition may be put into effect subject to conditions specified by the CCPC being complied with, including a condition requiring the merger or acquisition to be put into effect within 12 months after the making of the determination.

In every case, the CCPC’s final determination in regard to the proposed merger or acquisition will include a statement of the facts, a summary of the information, evidence and submissions considered by the CCPC and the reasons grounding the determination.

Notice of the determination will be published on the CCPC’s website on the day that the determination was made. The actual determination will be published on the CCPC’s website within 60 working days after the making of the determination.

2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?

The Competition and Consumer Protection Commission does not require the notifying parties to engage in pre-notification discussions prior to submission of the notification.

However, parties to a merger or acquisition can request a pre-notification meeting with the Competition and Consumer Protection Commission to discuss jurisdictional and other legal issues that may arise. The Competition and Consumer Protection Commission has publicly stated that it welcomes the opportunity to have pre-notification discussions with parties where appropriate. This can take place either in the form of a meeting or a teleconference call.

2.2.3 Are there any sanctions for not filing within the deadlines?

To fail to notify a notifiable transaction to the Competition and Consumer Protection Commission is a criminal offence under Irish law.

2.3 Timetable (cf. timetable below)

2.3.1 The statutory timetable/deadlines for review of a notification?

Phase I

The Competition and Consumer Protection Commission has thirty working days from the “appropriate date” (see below) to either clear the transaction or open a Phase II investigation in the context of an initial Phase I investigation.

The “appropriate date” is the date of notification or, where the CCPC makes a formal Request for Information in writing (“RFI”) during Phase I, the date on which the RFI is complied with by the notifying parties. An RFI during Phase I therefore has the effect of resetting the thirty working day review timetable.

The Phase I period is automatically extended to forty-five working days where remedy proposals are made by the notifying parties to overcome competition concerns.

Phase II

In a full Phase II investigation, the Competition and Consumer Protection Commission has one hundred and twenty working days from the appropriate date to make a determination. The deadline by which the Competition and Consumer Protection Commission must issue a Phase II determination may be extended from one hundred and twenty to one hundred and thirty-five working days where proposals to address competition concerns are made by the notifying parties.

2.3.2 Can the statutory timetable/deadlines be suspended ("stop-the-clock"), and if so under which conditions?

Yes, the statutory timetable can be stopped by the Competition and Consumer Protection Commission issuing a formal Request for Information in writing (“RFI”) in either or both of Phases I and II.

The issuance of an RFI in Phase I has the effect of stopping the clock and it only restarts (with the Competition and Consumer Protection Commission’s full review timetable of thirty working days reset) when the RFI is complied with in full by the notifying parties. The Competition and Consumer Protection Commission may also issue an RFI in Phase II which has the effect of suspending the Competition and Consumer Protection Commission’s review timetable but which does not, unlike the process in Phase I, reset that review timetable.

2.3.3 If pre-notification with the relevant authorities contact is possible/customary, how long will the duration of such contact usually be?

Pre-notification contact with the Competition and Consumer Protection Commission is possible. Whether, in practice, such notification is necessary generally depends on the complexity of the transaction in question and the extent of overlap between the undertakings concerned.

The extent of pre-notification contact and its duration will thus vary on a case by case basis, from a matter of days to a number of weeks. The Competition and Consumer Protection Commission may require a written submission of the parties which describes the proposed transaction, the market(s) involved and the potential effects of the proposed merger.

3. Format and content of notification

3.1 Notification forms

3.1.1 Must the notifying parties use any mandatory notification forms, e.g. for simplified and normal procedures, and, if relevant, add a link to the relevant forms?

Yes, the Competition and Consumer Protection Commission has a mandatory form which must be used for all notifications.

Please see: https://www.ccpc.ie/business/wp-content/uploads/sites/3/2017/04/CCPC-Merger-Notification-Form.pdf

There is also a specific form for the notification of media mergers to the Deparment of Communications, Climate Action and Environment (in the context of a media plurality test). Please see: www.dccae.gov.ie/documents/Finalised%20Media%20Merger%20Notification%20Form.pdf

3.2 Supporting documentation

3.2.1 List of the supporting documentation which must as a minimum be submitted along with the notification?

Cf. checklist below.

3.3 Originals, legalization and apostillation (cf. checklist below)

3.3.1 List of all documents which must be submitted in original/legalized versions and whether any documents must be apostilled?

Not specified.

3.3.2 If the merger regime has a mandatory filing deadline, must all the documents identified under Section 3.3.1 be submitted within this deadline?

Yes. These documents must be submitted at the time of notification by the notifying parties.

3.4 Language

3.4.1 Which languages may be used for drafting and filing a notification?

The notification can be made in either the English or Irish language.

3.4.2 Does translations have to be certified/legalized and apostilled?

Where any documents which the notifying parties are required to submit with their notification are in a language other than English or Irish the notifying parties must make available translations to the Competition and Consumer Protection Commission.

Statutory timetable

Step Description Time
1

Pre-notification

The Competition and Consumer Protection Commission (“CCPC”) does not require the notifying parties to engage in pre-notification discussions prior to submission of the notification.

However, parties to a merger or acquisition can request a pre-notification meeting with the CCPC to discuss jurisdictional and other legal issues that may arise. The CCPC has publicly stated that it welcomes the opportunity to have pre-notification discussions with parties where appropriate. This can take place either in the form of a meeting or a teleconference call.

Not defined.

2

Phase I

Upon receipt of the notification, the notification will be assessed (i) to ensure that it is a merger or acquisition within the meaning of the Competition Act, (ii) to consider whether it is a media merger within the meaning of the Competition Act and (iii) to confirm that all requisite information has been furnished to the CCPC.

As soon as practicable after receiving the notification, the CCPC will examine the notification to verify if full details have been provided. Where full details are not provided, the CCPC will inform the parties that full details have not been provided. The notification will not be valid until full details are provided.

Within 7 calendar days from the date of receipt of the notification, the CCPC will publish notice of it on its website. Third parties may make submissions on the notification and must clearly indicate any information which should be treated as confidential.

The CCPC may issue a written requirement to the parties involved to provide further specified information within a specified time period.

The CCPC may enter into discussions and the undertakings involved may make proposals to the CCPC with regard to the manner in which the merger or acquisition may be put into effect.

If the CCPC forms the opinion that the result of the merger will not result in a substantial lessening of competition (“SLC”) the CCPC will determine that it may be put into effect.

The CCPC has thirty working days from the “appropriate date” (see below) to either clear the transaction or open a Phase II investigation in the context of an initial Phase I investigation.

The “appropriate date” is the date of notification or, where the CCPC makes a formal Request for Information in writing (“RFI”) during Phase I, the date on which the RFI is complied with by the notifying parties. An RFI during Phase I therefore has the effect of resetting the thirty working day review timetable.

The Phase I period is automatically extended to forty-five working days where remedy proposals are made by the notifying parties to overcome competition concerns.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

3

Phase II

Phase II of the review procedure will be initiated where the CCPC is “unable on the basis of the information before it to form the view that the result of the merger or acquisition will not be to substantially lessen competition in markets for goods or services in Ireland”.

The CCPC at the end of Phase I will inform the parties involved (including third parties who have made submissions) that it intends to carry out a full investigation (the “date of determination”) and also publish notice of this on its website inviting submissions from third parties.

The CCPC shall consider all submissions made to it. Submissions from third parties must be received in writing within 15 working days of the date of determination. Submissions from the parties involved must be received in writing within 20 working days of the date of determination.

If within 40 working days of the date of determination the CCPC is satisfied that the result of the merger will not result in a SLC it will without carrying out an assessment (the “Assessment”) determine that the merger may be put into effect or may be put into effect subject to conditions.

If, having considered all submissions, the CCPC is not satisfied that the result of the merger will not result in a SLC, it will, within 40 working days of the date of the determination furnish its Assessment to the undertakings involved. The assessment will set out clearly the CCPC’s concerns regarding the effect of the proposed merger on competition in the relevant markets.

Within 15 working days after the delivery of the assessment, the undertaking may make a written response. Notification that an undertaking seeks to make an oral response is permitted within 5 working days of the delivery of the assessment.

Within 15 working days after the delivery of the assessment, the CCPC may enter into discussions with the undertakings with regard to the manner in which the merger could be put into effect to ameliorate any effects of the merger on competition.

On completion of Phase II, the CCPC shall make one of the following determinations:

(i) that the merger or acquisition may be put into effect,

(ii) that the merger or acquisition may not be put into effect,

(iii) that the merger or acquisition may be put into effect subject to conditions specified by the CCPC being complied with, including a condition requiring the merger or acquisition to be put into effect within 12 months after the making of the determination.

In every case, the CCPC’s final determination in regard to the proposed merger or acquisition will include a statement of the facts, a summary of the information, evidence and submissions considered by the CCPC and the reasons grounding the determination.

Notice of the determination will be published on the CCPC’s website on the day that the determination was made. The actual determination will be published on the CCPC’s website within 60 working days after the making of the determination.

In a full Phase II investigation, the CCPC has one hundred and twenty working days from the appropriate date to make a determination. The deadline by which the CCPC must issue a Phase II determination may be extended from one hundred and twenty to one hundred and thirty-five working days where proposals to address competition concerns are made by the notifying parties.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not defined
  • 30 + 15 days
  • 120 + 15 days

Checklist

List of the supporting documentation which must as a minimum be submitted along with the notification.

Supporting documentation

This content was delivered
and last updated on 29-08-2019 by
Contact Person
Ronan Dunne, Partner and Head of EU, Competition and State Aid
CONTACT DETAILS:

Philip Lee has provided all input about merger control in Ireland.

Philip Lee is one of Ireland’s leading commercial law firms. We are recognised leaders in several areas of law, including competition, construction, data protection, energy, environmental, EU, intellectual property, procurement, real estate and tax. In particular, our firm was built on the core practice area of EU and competition law. We advise on cutting edge competition issues and regulatory law matters, providing advice and guidance to a wide range of organisations, particularly those in the automotive, construction, energy, healthcare, pharmaceutical and telecommunications sectors.

The firm has offices in Dublin, London, Brussels and San Francisco. Philip Lee is also the only Irish member of Multilaw. With 8,500 lawyers in 100 countries worldwide, Multilaw is ranked by Chambers Global as an “Elite” international network of law firms.

For more information about Philip Lee and merger control in Ireland, please contact our Partner directly.

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