New Rules In Respect Of Acquisitions In The Irish Financial Sector

Introduction

On 10th June 2009, the European Communities (Assessment of Acquisitions in the Financial Sector) Regulations 2009 (the "Regulations) came into effect in Ireland implementing Directive 2007/44/EC into domestic law. The main objectives of Directive 2007/44/EC are to: (i) harmonise across EU member states the conditions under which the proposed acquirer of a holding in a financial institution is required to provide notification of its intent to the competent authority responsible for the prudential supervision of the target financial institution; (ii) define a clear and transparent procedure for the prudential assessment of the proposed acquisition by the competent authorities, including setting the maximum period of time for completing the process; (iii) specify clear criteria of a strictly prudential nature to be applied by the competent authorities in the assessment process; and (iv) ensure that the proposed acquirer knows what information it will be required to provide to the competent authorities in order to allow them to assess the proposed acquisition in a timely manner.1 The Directive also brings into focus in the assessment of proposed acquisitions in the financial sector any suspicion of terrorist financing and money laundering and therefore adds to the existing EU legislation in place to combat terrorist financing and to facilitate the imposition of financial sanctions in respect of such activity.

The Regulations amend and supplement existing Irish laws and regulations relating to the acquisition and disposal of holdings in credit institutions, insurance, assurance and reinsurance undertakings, investment firms and market operators of regulated markets and UCITS management companies.

The Irish Financial Services Regulatory Authority (the "Financial Regulator") is the body designated to supervise acquiring or disposing transactions in the Irish financial sector.

The Financial Regulator has issued a form to be completed to notify of a proposed acquisition of, or increase in, a direct or indirect qualifying holding in respect of any of the following categories of Irish authorised entities (the "Notification Form") pursuant to the Regulations:

credit institution; insurance or assurance undertaking; reinsurance undertaking; investment firm or a market operator of a regulated market; UCITS management company. The Notification Form requires, inter alia, information on the details of proposed acquirer(s), the rationale for a proposed acquisition, the impact of a proposed acquisition on the target entity and details as to how a proposed...