In this article, we highlight four significant developments which impacted activity in 2022 and which are likely to be enduring features of the Irish M&A landscape in 2023.
Screening of Third Country Transactions Bill 2022
The Bill is one of the most significant developments in Irish M&A in recent years and it has the potential to cast a wide net. Although the enactment and commencement is still awaited, investors should start thinking now about key questions such as:
- Does the transaction meet the criteria for a mandatory notification?
- Should provision be made in the deal documentation for a potential notification?
- What is the potential impact on the deal timeline of a notification?
- What remedies could be offered to address any public order and/or security concerns?
- If the transaction is not mandatorily notifiable, has already closed, or is likely to close prior to commencement of the Act, is it at risk of being called-in for review by the Minister?
Early engagement on these and other questions is advisable. Read the full article here
Changes to Irish Takeover Rules
2022 was all change for the Irish Takeover Panel. Long serving Director General Miceal Ryan retired and was replaced with eminent practitioner, John Frain.
In addition, the first major revamp of the Irish Takeover Rules since 2013 has taken place, bringing with it a number of welcome changes which align certain provisions of the Irish Takeover Rules with the City Code. As always, there were still significant differences in detail.
Read our summary of the amended Rules here
New competition powers introduced in Ireland
The new Competition (Amendment) Act 2022 when it comes into force will give the Competition and Consumer Protection Commission (CCPC) significant new power in relation to merger control. It proposes to overhaul the merger control landscape in Ireland and bring the CCPC’s powers in line with those of other competition authorities in Europe.
Clients need to consider early in any transaction process whether the deal could have an effect on competition in the State.
Read our analysis of the new changes to competition law in Ireland here
Crowdfunding Service Providers New Regulations
We examined the Central Bank's new regulatory regime for crowdfunding service providers.
With a reported 8 out of 10 early stage companies struggling to find capital, we discussed what is being regulated and if this new regulation will make crowdfunding a more or less attractive option.
Read the full article here
Conclusion
The Screening of Third Countries Transaction legislation will introduce another regulatory hurdle to be addressed when investing in companies and businesses located in Ireland. An analysis of the activity of the target company will need to be conducted to establish whether the proposed transaction comes with the ambit of the legislation and if so, the relevant notification will need to be made to the Minister for Enterprise Trade & Employment before the transaction can close. So, if you are contemplating buying or selling in 2023, seek advice early, identify the key issues and be aware that with the new screening regime the deal may take a little longer to close.
For more information and expert advice on the developments highlighted, contact a member of our Corporate team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.
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