A New Era For Irish Merger Control Law

Author:Ms Maureen O'Neill
Profession:Mason Hayes & Curran
 
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The Competition and Consumer Protection Act 2014 significantly alters the Irish and merger control landscape.

Significant changes to Ireland's merger control regime at the end of last year have already had an impact on the number and type of transactions being notified to the new Competition and Consumer Protection Commission (the "Commission"). Transactions are now more likely to be subject to onerous notification requirements and longer review periods.

The Competition and Consumer Protection Act 2014 (the "Act") entered into force on 31 October 2014, creating a new agency that amalgamates the former Competition Authority and the National Consumer Agency. The Act also introduced new thresholds for determining when a transaction will require competition approval from the Commission to complete the transaction.

New Thresholds for Merger Notifications

A transaction will now have to be notified to the Commission where, in the most recent financial year:

the aggregate turnover in the Republic of Ireland of all undertakings involved is e50 million or more; and the turnover in the Republic of Ireland of each of two or more of the undertakings involved is e3 million or more. Any acquisition made by an entity with relatively significant turnover in Ireland (even if that is just sales generated from outside the State) is now likely to be caught. All that is required is that the target has sales in Ireland of e3 million. Previously, at least two of the undertakings involved in a transaction had to have worldwide turnover of at least e40 million, which often brought acquisitions of smaller targets outside the scope of the filing requirement.

This is borne out by the types of transactions notified to the Commission since the Act entered into force. For example, acquisitions of a petrol service station and of a number of individual hotels have been notified. It's unlikely that these transactions would have needed merger control clearance under the previous regime.

Extended Timelines for Merger Notifications

The Act has significantly extended the time the Commission has to consider notified mergers, by about 50%. Even a straightforward notification, involving no competition law concerns, could take up to six weeks, compared to the one-month review under the previous regime. New 'stop the clock' powers in an in-depth investigation will further extend an already lengthened review process where the Commission identifies potential competition concerns.

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