Structures and applicable law

Types of transaction

How may publicly listed businesses combine?

There are three principal methods used to acquire an Irish public company (only one of which is a combination as such):

  • a takeover offer;
  • a scheme of arrangement; and
  • a cross-border or domestic merger.


The consideration payable may take the form of cash, securities or a combination.


Takeover offers

The bidder may make a general offer to the target shareholders to acquire their shares, which must be conditional on the bidder acquiring, or having agreed to acquire (pursuant to the offer or otherwise), shares conferring more than 50 per cent of the voting rights of the target. The bidder may compulsorily require the remaining shareholders to transfer their shares on the terms of the offer if it has acquired pursuant to the offer:

  • not less than 90 per cent of the target shares to which the offer relates for companies listed on regulated markets in the European Economic Area; and
  • not less than 80 per cent on other markets (eg, the New York Stock Exchange (NYSE), Nasdaq or AIM).


Dissenting shareholders have the right to apply to the High Court of Ireland for relief. The grounds available for a dissenter to apply for relief are wider in the case of an offer for companies not listed on regulated markets in the European Economic Area.

Statistically, offerors have used schemes of arrangement under the Companies Act 2014, as amended (the Companies Act) more often than contractual offers to acquire Irish targets, either by means of a transfer scheme (shares are transferred to the bidder in return for consideration) or a cancellation scheme (shares are cancelled in return for consideration). A stamp duty exemption that favoured cancellation schemes has been removed so transfer schemes are now becoming more common. To become binding on shareholders, the scheme of arrangement requires the approval of a majority in number of the shareholders of each class, representing not less than 75 per cent of the shares of each class, present and voting, in person or by proxy, at a general, or relevant class, meeting of the target company, together with the sanction of the High Court. Where the company concerned has share capital held by a central securities depositary under Central Securities Depositories Regulation 909/2014 and where any of its share capital is also held outside the central securities depository, the quorum required by the Companies Act is two persons holding or representing at least one third, in nominal value, of the issued shares or class of shares. This will apply to public companies whose shares are traded on Euronext Dublin and the London Stock Exchange.



A cross-border merger is a statutory procedure under the European Communities (Cross-Border Mergers) Regulations 2008 (the Cross-Border Mergers Regulations) providing for business combinations between Irish companies and other EEA-incorporated companies. A cross-border merger requires the approval of not less than 75 per cent of the votes cast, in person or by proxy, at a general meeting of the target shareholders, together with the sanction of the High Court. A domestic merger is a statutory procedure under the Companies Act that facilitates business combinations between Irish companies and is based on the Cross-Border Mergers Regulations.

Statutes and regulations

What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

Irish Takeover Panel Act, the Takeover Regulations and the Takeover Rules

The Irish Takeover Panel Act 1997, as amended (the Takeover Act), the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, as amended (the Takeover Regulations) and the Irish Takeover Panel Act 1997, Takeover Rules 2022 made thereunder (the Irish Takeover Rules) primarily apply to change-of-control (acquisition of shares carrying 30 per cent of voting rights) and certain other M&A transactions involving an Irish-registered target with voting shares (currently or in the past five years) admitted to trading on:

  • Euronext Dublin, operated by The Irish Stock Exchange plc (ISE);
  • another market operated by the ISE (eg, Euronext Growth); or
  • the London Stock Exchange (including AIM), the NYSE or Nasdaq.


The Takeover Regulations and the Takeover Rules also apply to change-of-control transactions involving an Irish registered target with voting shares admitted to trading on one or more regulated non-Irish markets in the European Economic Area, and a non-Irish registered target with voting shares admitted to trading on one or more regulated markets in the European Economic Area including Ireland (but not in its country of incorporation).

The Takeover Rules, which are based on seven general principles set out in the Takeover Act, contain detailed provisions applicable to the conduct of takeovers. The spirit, as well as the strict reading, of the Takeover Rules and its general principles must be adhered to. Among other matters, the general principles provide that target shareholders be afforded equivalent treatment and sufficient time and information to reach a properly informed decision on an offer.

The Takeover Rules are not concerned with the financial or commercial advantages or disadvantages of a takeover or other relevant transactions, including:

  • mandatory bid rules;
  • share-dealing restrictions;
  • confidentiality and disclosure obligations; and
  • restrictions on frustrating actions.


The Takeover Rules are administered and enforced by the Irish Takeover Panel, which has statutory powers to make rulings and give directions to ensure compliance with the Takeover Act’s general principles and the Takeover Rules. The Takeover Panel operates principally to ensure fair and equal treatment of all target company shareholders in relation to takeovers (whether structured by way of an offer or a scheme of arrangement) and certain other relevant transactions.


Companies Act

The Companies Act is the core statute that regulates the governance and internal affairs of an Irish company, including the principal fiduciary duties of directors.


Substantial Acquisition Rules

The Irish Takeover Panel Act 1997, Substantial Acquisition Rules 2022 are a separate set of rules issued and administered by the Takeover Panel that restrict the speed at which a person may increase a holding of voting shares (or rights over voting shares) in a target to an aggregate of between 15 per cent and 30 per cent other than by means of a single purchase of securities and certain exceptional purchases. The main aim is to give target companies adequate warning of stakebuilding.


Competition Acts

The Competition Acts 2002 to 2022, as amended (the Competition Acts) established the Competition and Consumer Protection Commission (CCPC), which is primarily responsible for the enforcement of the Irish merger control regime. Depending on the size of the transaction, the parties and their operations in Ireland, a takeover may be required to be notified to and approved by the CCPC under the Competition Acts.

Combinations and acquisitions where at least two of the undertakings generate a turnover of €10 million or more in Ireland, and the undertakings together generate a turnover of €60 million or more in Ireland, must be notified to the CCPC prior to completion. There are criminal penalties for a failure to notify. The initial process typically takes 20 to 30 working days for mergers that do not raise potential competition concerns. There is a short-form notification for transactions meeting the relevant criteria (either ‘no overlap’ cases or overlapping cases where the combined market share is less than 15 per cent for horizontal overlaps and 25 per cent for vertical overlaps). However, parties should exercise caution in notifying overlapping cases using this procedure.

Larger transactions involving multiple jurisdictions may require notification to and approval by the European Commission under Council Regulation (EC) No. 139/2004 of 20 January 2004, as amended, on the control of concentrations between undertakings.


The market abuse regulations

Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2004 on market abuse, as amended (MAR) and the European Union (Market Abuse) Regulations 2016 (SI No. 349 of 2016) regulate insider dealing and market manipulation by imposing significant obligations on issuers.


Cross-Border Mergers Regulations

The Cross-Border Mergers Regulations apply where the transaction involves a merger of an Irish-incorporated entity with at least one other EEA company.


The EU prospectus regime

The EU prospectus regime is designed to reinforce investor protection by ensuring that all prospectuses issued in the European Union provide clear and comprehensive information, while making it easier for companies to raise capital throughout the European Union on the basis of approval from a single competent authority.

Regulation EU 2019/2115 of the European Parliament and of the Council of 27 November 2019 (the Prospectus Regulation) amended Regulation 2017/1129. The Prospectus Regulation introduces:

  • exemptions from publishing a prospectus when carrying out an admission of shares in certain circumstances;
  • simplified disclosure for companies moving from a small or medium-sized enterprise (SME) growth market to a regulated market when they have been trading on an SME growth market for over two years; and
  • EU growth prospectuses for initial public offerings of non-SME issuers where the market capitalisation is less than €200 million.


The EU Commission has published proposals for further legislation to make markets more accessible to SMEs.

Part 23 of the Companies Act, which governs prospectus law, was amended by the Finance (Tax Appeals and Prospectus Regulation) Act 2019 and the European Union (Prospectus) Regulations 2019. These amendments included:

  • the alignment of certain definitions in the Companies Act with the Prospectus Regulation;
  • an increase of the application threshold for the Prospectus Regulation from €5 million to €8 million; and
  • certain changes to the local offer regime concerning the content of the local offer document.


Transparency Regulations

The Transparency (Directive 2004/1OV/EC) Regulations 2007, as amended, the Central Bank of Ireland guidance on the transparency regulatory framework in April 2022, and the Central Bank (Investment Market Conduct) Rules (SI No. 366 of 2019) seek to enhance the transparency of information provided by issuers on a regulated market by requiring certain disclosure for public companies.


Listing Rules

Companies whose shares are listed on Euronext Dublin, Euronext Growth or the Atlantic Securities Market must comply with Euronext Dublin rule book (the Listing Rules), Euronext Growth rules and Atlantic Securities Market rules, respectively. The ISE website contains market and regulatory information applicable to listed companies and provides access to the various listing rules and the Irish Corporate Governance Annex (the Irish Annex). The UK Corporate Governance Code, as supplemented by the Irish Annex, is also applicable to these companies.

Irish companies listed on markets outside Ireland, such as Nasdaq, NYSE and LSE (main and AIM markets), are subject to additional rules applicable to those markets.

Some sectors have special rules and additional regulators. In particular:

  • regulated financial services businesses are subject to rules that require change-of-control consent from the Central Bank of Ireland;
  • media mergers are subject to the approval of the CCPC and the Minister for Communications, Climate Action and Environment (the Minister); and
  • Irish airlines are subject to foreign control restrictions (only one, Ryanair Holdings plc, is subject to the regulatory requirements relating to acquisitions of publicly listed companies described in this chapter).


Memorandum and articles of association

An Irish-incorporated public limited company is subject to its memorandum and articles of association (forming a contract between the company and its shareholders). The memorandum of association sets out the principal objects of the company, while the articles of association set out the internal regulations of the company, such as those relating to shareholder meetings, voting rights, director powers and duties, the board of directors’ composition, and communications between the company and its shareholders.

Cross-border transactions

How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?

Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017, as amended, relating to certain aspects of company law (codification) – in respect of cross-border mergers, as implemented in Ireland by the Cross-Border Mergers Regulations – facilitates cross-border transactions in Ireland.

A cross-border merger may be affected in one of the following three ways:

  • acquisition: a company acquires the assets and liabilities of one or more companies, which are dissolved without going into liquidation. The acquiring company issues shares to the members of the dissolved companies in consideration of the transaction;
  • absorption: a parent company absorbs the assets and liabilities of a wholly owned subsidiary, which is dissolved without going into liquidation; or
  • formation of a new company: a newly incorporated company acquires the assets and liabilities of one or more companies, which are dissolved without going into liquidation. The acquiring company issues shares to the members of the dissolved companies in consideration of the transaction.


The procedures vary depending on the type of merger and involve:

  • common draft terms of the merger between the companies;
  • an explanatory report by the directors that must be made available to the Irish company’s shareholders;
  • an advertisement of the proposed merger; and
  • in certain cases, an auditor’s report.


The High Court must review and approve both outbound and inbound mergers involving Irish companies. Where applicable, employee protection provisions involving employee participation must also be observed.

Sector-specific rules

Are companies in specific industries subject to additional regulations and statutes?

To protect the plurality of media and to ensure ‘diversity of ownership and diversity of content’, the Competition Acts provide for additional steps where the transaction involves an Irish media business. The term ‘media business’ includes traditional media, online news sources and online broadcast of certain audio-visual material. Carrying on a media business in Ireland requires an undertaking to have a physical presence in Ireland and make sales to customers located in Ireland, or to have made sales in Ireland of at least €2 million in the most recent financial year.

A separate notification to the Minister is also required. The Minister has 30 working days, commencing 10 days after the determination of the CCPC, to consider the media merger. If the Minister is concerned that the merger is contrary to the public interest in protecting the plurality of the media, the Minister will request that the Broadcasting Authority of Ireland (BAI) carry out a Phase II examination. Within 80 working days of receipt of the request, the BAI must prepare a report for the Minister outlining its view on the merger regarding media plurality and recommending whether the merger should be put into effect (with or without conditions). An advisory panel may be set up to assist the BAI in its review. The Minister will make the ultimate decision, taking into account the BAI report and, if applicable, the view of the advisory panel. The Minister’s final determination must be made within 20 working days of receipt of the BAI report.

Regulation (EC) No. 1008/2008 of the European Parliament and of the Council of 24 September 2008, as amended (the Airline Ownership Regulation) requires that companies licensed to operate airline services must be more than 50 per cent owned by an EU member state or by nationals of an EU member state.

The European Union (Payment Services) Regulations 2018 (the 2018 Regulations) implement Directive 2015/2366 of the European Parliament and of the Council of 25 November 2015 into domestic law and apply to:

  • credit institutions;
  • insurance or assurance undertakings;
  • reinsurance undertakings;
  • investment firms or market operators of regulated markets; and
  • undertakings for collective investment in transferable securities management companies.


The 2018 Regulations require a notification to be made to the Central Bank of Ireland in respect of transactions involving the acquisition or disposal, directly or indirectly, of a ‘qualifying holding’ in a target entity. A qualifying holding means 10 per cent or more of the capital of, or voting rights in, a target entity or a holding that makes it possible to exercise a ‘significant influence’ over the management of a target entity.

Transaction agreements

Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?

It is typical for transaction agreements to be entered into when publicly listed companies are acquired by means of scheme-of-arrangement transactions and sometimes also by means of contractual offers. Such transaction agreements are typically governed by Irish law. Acquisitions by means of a cross-border or domestic merger are required to be governed by certain agreed terms included in a formal agreement between the parties.

Filings and disclosure

Filings and fees

Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?

If a notification is required to be made to the Competition and Consumer Protection Commission, each undertaking involved must submit a merger filing, with the exception of asset-only acquisitions. Joint filings are usually submitted, and the purchaser tends to take the lead on drafting the filing. A fee of €8,000 (per filing) applies.

Certain limited documents relating to public offers governed by the Irish Takeover Panel Act 1997, Takeover Rules 2022 made thereunder (the Irish Takeover Rules) require the Takeover Panel’s approval, such as where a waiver of a mandatory bid obligation is sought, which may result in the Takeover Panel imposing charges for expenses incurred in performing its functions.

A prospectus, if required, must be submitted to and approved by the Central Bank of Ireland prior to being published, together with the appropriate filing fee.

Certain filings may be required to be made to the Irish Companies Registration Office under the Companies Act 2014, as amended (the Companies Act).

The rate of stamp duty payable on transfer of shares in an Irish company is 1 per cent. The rate of stamp duty payable on transfer of non-residential property is 7.5 per cent. However, exemptions and reliefs apply. In certain circumstances, the transfer of shares that derive their value or the greater part of their value from non-residential property may be subject to stamp duty at the 7.5 per cent rate.

Stamp duty at 1 per cent applies on both transfer and cancellation schemes of arrangements.

Stamp duty relief may apply to merger or takeover acquisitions where at least 90 per cent of the consideration comprises shares in the acquiring company. Specific conditions must be satisfied for the relief to apply.

Information to be disclosed

What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?

Before a public announcement concerning an offer or possible offer of an Irish-incorporated listed public company to which the Takeover Rules apply, all persons must maintain strict confidentiality in respect of the offer or contemplated offer and may only pass information concerning it to another person if necessary and if that person accepts the need for secrecy. All relevant persons must conduct themselves to minimise the possibility of an accidental leak of information. If, prior to an announcement, the target is the subject of rumour and speculation or there is an anomalous movement in its share price, unless the Takeover Panel consents otherwise, an appropriate announcement must be made to the market. Prior to an approach, the responsibility for making such an announcement lies with the bidder; following an approach, the responsibility shifts to the target.

Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2004 on market abuse, as amended (MAR) applies to issuers with shares admitted to trading on regulated markets and issuers of securities traded on multilateral trading facilities such as the Euronext Growth market of Euronext Dublin. MAR requires issuers to disclose inside information directly concerning them to the public as soon as possible. Where an issuer delays an announcement pertaining to inside information so as not to prejudice its ‘legitimate interests’ (if certain conditions are met), the issuer must inform its regulator in writing of this decision and provide a written explanation of how the conditions for the delay were satisfied, immediately after the information is disclosed to the public.

A prospectus, if required, must contain all information necessary to enable investors to make an informed evaluation of the assets, liabilities, financial position, profits and losses and prospects of the issuer, as well as the rights attaching to the securities in question. It must also include:

  • a description of the business;
  • audited financial information for the latest three financial years;
  • an operating and financial review of that period; and
  • a confirmation that the issuer has sufficient working capital for its present requirements (for the subsequent 12 months).


There is an exemption from the requirement to produce a prospectus in connection with securities offered in connection with a takeover or merger. A document containing equivalent information is generally still required but, unlike a prospectus, cannot be passported into other EU jurisdictions.

The applicable listing rules set out the content and approval requirements for circulars to shareholders and the circumstances in which they must be prepared.

The principal documents required for a takeover offer are:

  • an announcement containing the bidder’s firm intention to make an offer, the consideration to be offered and other terms and conditions;
  • an offer document containing the formal offer, other terms and conditions of the offer and prescribed additional disclosure;
  • a form of acceptance; and
  • a response circular from the target board to its shareholders setting out, among other matters, the target board’s opinion on the offer and the substance and source of the competent independent financial advice it is required to obtain – this would, in a recommended offer, commonly form part of the offer document.


If the transaction is undertaken by way of a scheme of arrangement, the documentation is similar, but in place of the offer document, there is a circular to target shareholders and a notice convening meetings of shareholders with proxy forms in place of the form of acceptance.

If, after an approach has been made, the target (and, in a securities exchange offer, the bidder) issues a profit forecast or a statement that includes an estimate of the anticipated financial effects of a takeover (eg, as to resulting change in profit of earnings per share), it is required to obtain and publish reports from the accountants and financial advisers concerned about the preparation of the forecast or statement. Save with the consent of the Takeover Panel, profit forecasts made before an approach must similarly be reported. Following the changes to the Takeover Rules in 2022, the position on profit forecasts has been more closely aligned with requirements under the City Code on Takeovers and Mergers in the United Kingdom.

No valuation of any assets may be given by or on behalf of a bidder or a target during an offer period unless supported by the opinion of a named independent valuer other than valuations of own assets by a bidder whose offer is not a securities exchange offer.

All documents, announcements, press releases, advertisements (except for certain excluded categories) and statements issued by or on behalf of a bidder or target are required to satisfy the same standards of accuracy as a prospectus. All such documents, as well as statements despatched or published by a bidder or a target during an offer period, are required to be published on a website or designated microsite as soon as possible following despatch or publication and by no later than 12 noon on the following business day.

Disclosure of substantial shareholdings

What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?

Irish Takeover Rules require disclosure of opening positions:

  • by the offeror, after the announcement identifying it as an offeror and after the announcement identifying a competing securities exchange offeror;
  • by the offeree after the commencement of the offer period and, if later, after the announcement identifying any security exchange offeror;
  • by a person interested in 1 per cent or more of any class of relevant securities of either offeror or offeree; and
  • by a person who would be interested in 1 per cent or more of any class of relevant securities after the transaction has concluded. If two or more persons cooperate to acquire an interest, they will be treated as a single person for the purposes of this rule.


A person managing an investment account on a discretionary basis will be deemed to be interested, unless they are a recognised intermediary acting in a client-serving capacity. Open position disclosures must include:

  • the identity of the person disclosing and, if different, the person owning or controlling the interest;
  • details of all relevant securities of the offeree;
  • the prices paid; and
  • if the dealing is by a person acting in concert, an explanation of how that status arises.


Up to the time of announcement of a firm intention to make an offer, the Substantial Acquisition Rules 2022 (SARs) apply to a person acquiring shares and restrict the speed with which a person may increase a shareholding in the target. SAR 6 provides that, subject to limited exceptions, an acquirer is obliged to disclose to the target and the Takeover Panel any acquisition of voting rights in a target that, when aggregated with its existing holding, exceeds 15 per cent of the target’s voting rights. If the acquirer already holds between 15 and 30 per cent of the voting rights of the target, any acquisition that increases this percentage holding must be disclosed. Where such notification obligation arises, it must be discharged no later than 12 noon on the day following the relevant acquisition.

SARs 3 and 4 restrict the timing of acquisitions, such that a person may not, in any period of seven days, acquire shares (or rights over shares) in the target carrying 10 per cent or more of its voting rights if, following the acquisition, that person would hold shares (or rights over shares) carrying between 15 to 30 per cent of the voting rights in the target.

Stakebuilding is not permitted if it constitutes insider dealing. Dealings in the securities of a target company that is in an offer period under the Takeover Rules (and, in certain circumstances, dealings in the securities of a bidder) may trigger a disclosure requirement. The Takeover Rules require that a bidder and its concert parties publicly disclose any acquisition of target securities or derivatives referenced to such securities, including contracts for difference. Other persons interested in 1 per cent or more of the target’s securities are also required to publicly disclose their dealings during an offer period. Complex rules apply to exempt fund managers and principal traders, particularly when they are members of a group that includes the bidder or a financial adviser to the bidder.

The Transparency (Directive 2004/1OV/EC) Regulations 2007, as amended, which may apply depending on the market the target is listed on, require a stakeholder to notify a listed company once the percentage of voting rights acquired by that stakeholder reaches, exceeds or falls below 3 per cent; and then every 1 per cent thereafter.

The Companies Act requires notification within a prescribed time frame where there is a change in the percentage of shares held by a person in a public company resulting in:

  • an increase from below to above 3 per cent;
  • a decrease from above to below 3 per cent; and
  • where the 3 per cent threshold is exceeded both before and after the transaction, but the percentage level in whole numbers changes (fractions of a percentage being rounded down).


The EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (the 2019 Regulations) require Irish companies to:

  • gather and maintain information on individuals who are their underlying beneficial owners (or where none can be identified, their senior managing officials);
  • establish and maintain a local beneficial ownership register containing this information; and
  • file their beneficial ownership details on a central beneficial ownership register.


Broadly speaking, a shareholding or ownership interest (direct or indirect) above 25 per cent is indicative of beneficial ownership. The 2019 Regulations do not apply to Irish companies listed on a regulated market that is subject to disclosure requirements consistent with EU law, or Irish companies that are already subject to equivalent international standards that ensure transparency of ownership information.