Merger Control 2020

Author:Mr Richard Ryan and Patrick Horan
Profession:Arthur Cox
 
FREE EXCERPT

1 Relevant Authorities and Legislation

1.1 Who is/are the relevant merger authority(ies)?

The Competition and Consumer Protection Commission ("CCPC") is responsible for the promotion and enforcement of competition law in Ireland. The CCPC was established on 31 October 2014 when the functions of the Competition Authority and the National Consumer Agency were amalgamated into a single agency.

The CCPC has sole responsibility for investigating notifiable mergers under Part 3 of the Competition Act 2002 (as amended) ("Competition Act"). In addition to being subject to the CCPC process, media mergers (as defined in the Competition Act) are subject to a separate process, involving the Minister for Communications, Climate Action and Environment ("Minister for Communications"). That process is described in more detail in response to question 2.7 below.

1.2 What is the merger legislation?

Irish merger control law is set out in Part 3 of the Competition Act. The Competition Act was substantially amended by the Competition and Consumer Protection Act 2014 ("2014 Act"), which introduced new jurisdictional thresholds, updated the specific regime for media mergers and established a new national competition authority, the CCPC. The CCPC has published a number of guidance papers on various aspects of the merger review process and on the interpretation of certain terms used in the Competition Act.

1.3 Is there any other relevant legislation for foreign mergers?

There is no foreign investment control legislation in Ireland.

1.4 Is there any other relevant legislation for mergers in particular sectors?

Media mergers are subject to a specific regime under Part 3A of the Competition Act, described further in response to question 2.7 below.

2 Transactions Caught by Merger Control Legislation

2.1 Which types of transaction are caught – in particular, what constitutes a "merger" and how is the concept of "control" defined?

For the purposes of Section 16 of the Competition Act, a merger or acquisition arises if any of the following events occurs:

two or more undertakings, previously independent of one another, merge; one or more undertakings, or one or more individuals who already control one or more undertakings, acquire direct or indirect control of the whole or part of one or more other undertakings; and the acquisition of part of an undertaking, although not involving an acquisition of a corporate legal entity, involves the acquisition of assets (including...

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