The Legal 500 & The In-House Lawyer Comparative Legal Guide Ireland: Merger Control

Author:Mr Richard Ryan and Patrick Horan
Profession:Arthur Cox
 
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Overview

Merger control in Ireland is governed by the Competition Act 2002, which has been amended a number of times (the "Competition Act"), most recently by the Competition and Consumer Protection Act 2014 ("2014 Act"). The 2014 Act substantially reformed the merger process in Ireland, introducing new jurisdictional thresholds, updated the specific regime for media mergers and establishing a new national competition authority, the Competition and Consumer Commission ("CCPC").

The CCPC amalgamated the functions of and replaced the Competition Authority and the National Consumer Council from 31 October 2014. In relation to merger control, it has extensive legal powers and a broad mandate to examine mergers and acquisitions that fall under the Competition Act. The CCPC has maintained a busy workload since its establishment, reviewing 88 merger notifications in the period from 31 October 2014 to 31 December 2015, according to its most recent Annual Report.

Irish merger control practice and procedure follows closely the approach of the European Commission, and the processes laid down in the EU Merger Regulation and the Consolidated Jurisdictional Notice. In particular, jurisdiction (other than for media mergers) is established on the basis of turnover-based thresholds. The concepts of control and full-function joint ventures are highly similar under both regimes. Substantive assessments are based on whether or not the relevant merger or acquisition results in a substantial lessening of competition on markets for goods and services in Ireland, which is similar to the test under the EU Merger Regulation. The process can run into a second phase where the CCPC is not able to reach a decision during the first phase period of 30 working days. Economic analysis plays an important role in the assessment of cases. The design and implementation of remedies is largely based on the EU model.

While the updated merger control regime follows in many important respects the approach of the European Commission, there are points of divergence:

New jurisdictional thresholds were introduced on 31 October 2014 consisting of two financial thresholds relating solely to turnover in Ireland (previously one of the thresholds related to global turnover). In addition, the second threshold is triggered when at least two of the undertakings involved generated turnover in Ireland of3 million or more. Acquisitions of assets that constitute a business to which turnover can be...

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