The long-awaited Competition and Consumer Protection Bill was published on 31 March 2014. This Bill proposes significant changes to Irish merger control rules. It also provides for the dissolution of the National Consumer Agency (NCA) and the Competition Authority (CA) and the establishment of the Competition and Consumer Protection Commission (CCPC).
Media Merger Reform
The Bill introduces major reforms to Irish media merger rules. The Bill specifically applies to transactions involving web-based media businesses, in contrast with existing media merger rules, which do not apply to transactions involving companies who provide a broadcasting service over the Internet. Parties to a media merger will have to make separate notifications to both the CCPC and the Minister for Communications, Energy and Natural Resources. Under the current regime, the undertakings involved must notify the CA only and as the review process evolves, the Minister for Jobs, Enterprise and Innovation may become involved.
Under the new rules, the notification to the Minister for Communications should address whether the proposed transaction will impair the diversity of content and the diversity of ownership of media in the State. This ‘plurality of the media’ criterion is more focused than the existing statutory list of various public interest factors.
Notifications - Extension of Time Limits
The Bill significantly extends the time available to the CCPC to review notifications. The CCPC will have an initial period of 30 working days from the date of notification to do one of the following:
- Clear the merger
- Move to a Phase II
- Issue a formal request for information or RFI
Under the existing rules, the CA must choose one of these three options within one month.
Under the Bill, a Phase II investigation may last for up to 120 working days from the date of notification, or, where the CCPC issues an RFI within an initial Phase I, 120 working days from the date of receipt of the complete set of responses. Finally, the clock stops if the CCPC issues an RFI within 30 working days of the date of its decision to open a Phase II investigation and will only re-start once the parties have complied with this statutory request.
From the CCPC’s perspective, the proposed changes are likely to ease the time pressures that sometimes emerge during merger reviews. That said, merging parties are likely to have much longer delays before they can complete notified transactions.