Corporate M&A 2025 Comparisons

Over the past 12 months, Ireland’s M&A market has demonstrated resilience despite global economic uncertainty, supported by strong fundamentals, including a well-established legal and regulatory framework. In 2024, deal volume increased by approximately 1%, with Irish M&A activity surpassing expectations.

Private equity remained a key driver, with both domestic and international funds aggressively pursuing deals. Private equity-backed transactions saw significant growth, with 74 deals recorded in 2024 – more than doubling from 33 in 2023. This surge reflects substantial dry powder and heightened interest in sectors such as technology and renewable energy.

The leisure sector also experienced a notable upswing, with deal activity nearly doubling compared to 2023, driven primarily by heightened investment in the hotel and pub sectors.

Despite global headwinds, Ireland’s M&A market outperformed broader European trends, reinforcing its appeal to both domestic and international investors. Looking ahead, a stabilising interest rate environment and Ireland’s strong economic performance may support continued deal activity. However, potential policy shifts and new regulations could shape market dynamics in the coming year.

Meanwhile, the Irish public M&A market has been impacted by the trend of high-profile companies opting to delist from the Irish stock exchange in favour of larger overseas markets. Notable departures in recent years include CRH, DCC, Smurfit Kappa and Flutter, leading to reduced public M&A activity.

In the last year, the top trends in Irish M&A included the following:

Surge in Deal Value

Ireland’s M&A market saw a 115% increase in deal value, reaching EUR27.5 billion. This was driven by several high-profile transactions, including Apollo’s EUR10.1 billion acquisition of a 49% stake in Intel’s Fab 34 facility in Leixlip.

Private Equity Dominance

Private equity remained a key driver of M&A, accounting for half of Ireland’s 20 largest transactions. Private equity-backed deals totalled 84 in 2024, underscoring strong capital deployment and growing investor confidence.

Sectoral Hotspots

• Technology, Media & Telecoms: The most active sector, representing 22% of total deal volume and 53% of deal value, largely fuelled by the Intel Fab 34 transaction.
• Financial Services: Accounted for 21% of total market value, with significant transactions such as Avolon Holdings’ EUR4.1 billion acquisition of Castlelake Aviation.
• Energy & Infrastructure: Surging M&A activity in offshore wind and renewables, driven by Ireland’s ambitious decarbonisation targets and investor appetite for green assets.

Inbound Investment Growth

Cross-border M&A remained strong, with overseas acquirers involved in 55% of all Irish deals. UK-based buyers were particularly active, contributing to 275 inbound transactions worth EUR23.6 billion – a 2% rise in volume and 111% increase in value.

Environmental, Social and Governance (ESG) and Regulatory Considerations

ESG factors became central to deal strategy, with investors prioritising compliance and risk mitigation amid evolving EU regulations, including the proposed revision of the Energy Performance of Buildings Directive.

Technology and Life Sciences

• Ireland remained a key hub for multinational pharmaceutical, biotech and medtech firms, supported by a favourable tax environment and a highly skilled workforce.
• The technology, media and telecoms sector saw strong M&A momentum, with private equity interest surging, reflecting confidence in Ireland’s thriving digital economy.

Financial Services and Professional Services

• Financial services M&A remained active, fuelled by banking and insurance consolidation, particularly following the exit of international banks.
• Private equity played a major role, targeting asset management and fintech firms, leveraging Ireland’s well-regulated financial ecosystem.
• Professional services consolidation accelerated, especially among law and accountancy firms, as competition intensified to provide expanded client offerings.

Energy and Infrastructure

• The energy sector emerged as a standout performer, with offshore wind and renewables driving deal activity amid Ireland’s ambitious decarbonisation targets.
• Offshore wind attracted significant foreign investment, capitalising on government-backed incentives and Ireland’s favourable wind conditions.
• Beyond wind energy, bioenergy projects, particularly anaerobic digestion plants, gained traction, backed by state incentives.
• Strategic investors and infrastructure funds pursued major acquisitions in development-stage wind and solar assets, signalling strong long-term confidence in Ireland’s net-zero transition.

Private Equity

• Private equity remained a dominant force, with both domestic and international funds actively deploying capital across multiple sectors.
• Buy-and-build strategies were prevalent, particularly in healthcare, professional services and technology, while large-scale one-off transactions occurred in energy and infrastructure.
• Economic headwinds led to more cautious deal structuring, with private equity firms leveraging minority investments and co-investment structures to navigate valuation uncertainties.

The acquisition of an Irish company typically occurs through private acquisition, takeover offer or merger, depending on the nature of the target entity.

Private Companies

Most private company acquisitions are structured as share sales, where the buyer purchases the shares of the target company, assuming full control of its assets, liabilities and operations. Alternatively, acquisitions can be structured as asset purchases, allowing the buyer to selectively acquire specific assets and liabilities.

Mergers are also used, particularly in private acquisitions, as they allow companies to combine assets without requiring liquidation. Domestic mergers between Irish entities are governed by the Companies Act 2014 (“2014 Act”), while cross-border mergers are regulated under the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023.

Public Companies

Publicly traded companies are primarily acquired through takeover offers, which involve purchasing all or a majority of the target’s shares. A takeover can be:

• recommended, where the target’s board endorses the bid; or
• hostile, where the board opposes the offer and advises shareholders to reject it.

Takeovers of public companies are typically executed in two ways:

• Contractual Takeover Offer: The bidder makes an offer directly to shareholders, requiring acceptance by more than 50% of voting shares. If 90% acceptance is reached, the bidder can compulsorily acquire the remaining shares.
• Scheme of Arrangement: Requires approval from at least 75% of voting shareholders (by value and number) at a general meeting and High Court approval. This method is commonly used for recommended bids and is a more efficient way to acquire 100% control of a target company.

For M&A activity in Ireland, the primary regulatory authorities are as follows:

• The Corporate Enforcement Authority: The Corporate Enforcement Authority investigates and prosecutes breaches of the Companies Act 2014, which governs the regulation of companies in Ireland.
• Competition and Consumer Protection Commission (CCPC): The CCPC is responsible for merger control at the national level, ensuring that mergers do not substantially lessen or prevent competition in the market.
• Minister for Enterprise, Trade and Employment: Under the Screening of Third Country Transactions Act 2023 (effective January 2025), the Minister has the authority to review and take action on transactions involving third countries that may pose risks to Ireland’s national security or public order.
• The European Commission: The European Commission enforces the Foreign Subsidies Regulation. The Directorate-General for Competition handles enforcement for concentrations (M&A), while the Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs enforces regulations regarding financial contributions in public procurement.
• Data Protection Considerations: In M&A transactions involving personal data, the Data Protection Commission (DPC) ensures compliance with GDPR. Data protection due diligence is essential, focusing on reviewing data processing agreements, cross-border transfers and data subject rights. The parties must assess whether any data transfers require DPC consultation or adjustments to the deal structure to manage regulatory risks, especially in sectors like technology, healthcare and financial services.

Public M&A Specific Regulators

• Takeover Panel: The Irish Takeover Panel monitors and supervises takeovers and relevant transactions involving public companies. Its mandate is defined under the Irish Takeover Panel Act 1997, the European Communities (Takeover Bids) Regulations 2006 and the Takeover Rules 2022.
• Central Bank of Ireland (CBI): The CBI is responsible for market abuse regulation, overseeing compliance with the Market Abuse Regulation (EU 596/2014) and the Market Abuse Directive (2014/57/EU), as well as the Transparency Directive (2004/109/EC). It also enforces transparency obligations for publicly traded companies, including the publication of financial reports and major shareholding disclosures.

Ireland generally encourages foreign investment, with minimal barriers to entry. However, certain investments in sensitive sectors are subject to regulatory scrutiny and approval:

• Antitrust and Competition: Mergers, acquisitions and joint ventures must comply with antitrust regulations under both Irish and EU law. Under the Competition Acts 2002–2022, transactions meeting specified thresholds must be notified to the CCPC, which can approve, approve with conditions, or prohibit the transaction. Media mergers are subject to additional review by the Minister for Communications, Climate Action and Environment regardless of the undertaking involved. If EU thresholds are met, the merger must also be notified to the European Commission.
• National Security Screening: The Screening of Third Country Transactions Act 2023 enables the Minister for Enterprise, Trade and Employment to review foreign investments that may pose risks to national security or public order. Transactions within this regime cannot proceed without clearance. Failure to notify can lead to sanctions. Given the broad thresholds, parties are advised to notify proactively.
• Sector-Specific Scrutiny: Foreign investments in sensitive sectors – such as defence, telecommunications, energy and media – often face additional regulatory oversight. Such investments are closely scrutinised for potential national security concerns or risks to strategic interests.
• EU Foreign Direct Investment (FDI) Screening: Ireland is also subject to the EU FDI Screening Regulation, which enables EU member states to assess foreign investments in sectors critical to security and public order, further aligning national screening with broader EU objectives.

Antitrust regulations in Ireland are governed by both Irish and EU competition law. The CCPC enforces these laws, including the Irish merger control regime under the Competition Acts 2002–2022 (as amended).

At the EU level, the EU Merger Regulation (EC 139/2004) governs mergers, with the European Commission as the competent authority.

M&A transactions and certain joint ventures must be notified to the CCPC if they meet the required thresholds under the 2002 Act. The substantive test for clearance focuses on whether the merger would substantially lessen competition in the relevant markets in Ireland.

The notification thresholds are triggered if, for the most recent financial year (including unaudited figures):

• the aggregate turnover in Ireland of all parties is at least EUR60 million; and
• the turnover in Ireland of at least two parties is at least EUR10 million.

Media mergers are exempt from these thresholds and always require notification. Additionally, a CCPC notification may be required even if thresholds are not met if the merger raises competition concerns.

Acquirers in Ireland should primarily be concerned with the following labour law regulations when considering an M&A transaction:

• Transfer of Undertakings (TUPE): Employees of the target company automatically transfer to the acquirer under the same terms and conditions, with protections against dismissal and obligations to inform and consult employee representatives.
• Consultation and Information: The acquirer must consult with employees or their representatives about significant changes, including the impact of the acquisition, in line with EU Directives on employee information and consultation.
• Collective Agreements: The acquirer may inherit any collective agreements or trade union obligations that the target company is bound by.
• Dismissal Protections: Acquirers must comply with unfair dismissal laws when considering employee terminations post-acquisition.
• Employee Contracts and Liabilities: Employment contracts, pensions and other liabilities typically transfer with the business under TUPE, requiring careful review by the acquirer.
• Redundancy Procedures: Any redundancies following the acquisition must adhere to Irish redundancy consultation and compensation requirements.

Effective from 6 January 2025, the Minister for Enterprise, Trade and Employment has the authority to review transactions involving non-EEA and Swiss investors that may pose risks to Ireland’s national security or public order under the Screening of Third Country Transactions Act 2023. The Minister assesses whether a transaction could impact public order.

Transactions that raise potential concerns must undergo mandatory screening, which can take up to 90 days, potentially delaying deal timelines. Additionally, non-notifiable transactions are subject to a post-completion “call-in” period, lasting up to 15 months, during which the Minister can intervene if new risks are identified.

The main developments in the last three years in Ireland (related to M&A) are as follows:

• FDI Screening Regime: A major development in Irish M&A is the introduction of the FDI screening regime under the Screening of Third Country Transactions Act 2023, effective from January 2025. This allows the Minister for Enterprise to review transactions involving foreign investors where the acquired asset relates to a “critical matter”, as defined by the legislation. The broad scope of the sectors involved means careful consideration should be made of each transaction’s potential applicability to the regime.
• Updates to the Companies Act 2014: In December 2024, amendments to the Companies Act 2014 were implemented, simplifying the merger process in Ireland. These changes reflect Ireland’s response to economic and technological shifts, streamlining corporate governance and regulatory procedures in the M&A space.
• European Media Freedom Act: Expected to take effect in August 2025, the European Media Freedom Act will bring substantial changes to the Irish merger control regime, particularly in media transactions. This legislation could significantly impact future M&A activity, introducing new regulatory frameworks for media sector mergers.

Over the past 12 months, there have been no significant changes to public takeover law in Ireland. However, there are some developments to watch:

• European Media Freedom Act: Effective from August 2025, this will impact media sector mergers and acquisitions, introducing additional scrutiny for public takeovers in the media industry.
• Takeover Panel Act: While no major revisions have been made recently, future changes may be influenced by ongoing EU and UK regulatory trends, particularly regarding national security and foreign investment controls.
• Foreign Investment Screening: The Screening of Third Country Transactions Act 2023 adds a layer of scrutiny for public takeovers involving foreign investors from outside the EEA and Switzerland, particularly when national security risks are involved.

It is common for bidders to build a stake in the target before launching a public offer in Ireland. The principal stakebuilding strategies are as follows:

• Market Purchases: Acquiring shares on the open market is the most common method. However, once a bidder acquires 30% or more of the target’s voting shares, it triggers a mandatory offer obligation under the Substantial Acquisition Rules (SARs). The SARs govern the speed at which a 29.9% stake can be acquired in a target prior to an offer.
• Private Agreements: Bidders may acquire shares off-market through direct negotiations with major shareholders, with such transactions requiring disclosure under Irish takeover rules.
• Equity Derivatives: Bidder companies sometimes use instruments such as contracts for difference or equity swaps to gain economic exposure to target shares, avoiding direct ownership and the accompanying disclosure obligations.
• Pre-Offer Agreements: Bidders may secure irrevocable commitments from key shareholders to support the offer.

Stakebuilding is regulated by the Irish Takeover Panel, which ensures compliance with the SARs and enforces transparency in public offers.

In the context of a public takeover offer, the Takeover Rules require bidders (as well as other parties) interested in 1% or more of the target’s securities to make an “opening position disclosure” after the commencement of an offer period and to disclose any dealings in securities in the target during the offer period.

There are two principal regimes under Irish law in respect of the notification of interests in securities to the target: one under the Transparency Regulations and the other under the 2014 Act. The former applies to public limited companies listed on a regulated market in the EU, and the latter applies to Irish public limited companies that are either unlisted or listed on a non-EU regulated market.

Under the Transparency Regulations regime, the notification thresholds in respect of holdings of voting rights in Irish issuers are 3% and each 1% thereafter up to 100% and in respect of holdings of voting rights non-Irish issuers are 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notification obligation arises if voting rights reach, exceed or fall below any of the thresholds.

Under the 2014 Act regime, an acquirer must notify the target if its interest in the voting share capital, or any class of voting share capital, of the target rises from below 3% to above 3%, falls from above 3% to below 3% or increases by any 1% increment above 3%.

Under Irish law, a company may set higher reporting thresholds in its articles of association or by-laws than those required by the 2014 Act, Irish Takeover Rules and Transparency Regulations. However, these thresholds must be complied with to avoid restrictions on voting rights attached to the relevant shares.

Stakebuilding in Ireland is subject to significant challenges, including insider trading risks, mandatory disclosure obligations, and restrictions on the timing of share acquisitions. These factors can complicate a bidder’s ability to build a stake, particularly in regulated markets.

Trading in derivatives is permitted under Irish law, similar to dealings in other securities, before and during an offer period. However, such dealings are subject to the same regulatory constraints, including disclosure requirements and restrictions on market manipulation.

Under the Takeover Rules, transactions involving a target company’s derivatives are subject to disclosure obligations similar to those for other securities. Specifically, derivatives that confer voting rights are treated as securities under competition law and must be reported accordingly.

Under Irish law, shareholders are not required to disclose the purpose of their acquisition or their intentions regarding control of the company, except in specific cases under the Takeover Rules.

In a public takeover, a prospective bidder must announce a firm intention to make an offer or state that it does not intend to make an offer within 42 days of being publicly identified. The Takeover Panel may extend this deadline in certain circumstances.

If a competing bid is made, the deadline extends to 53 days from the competing bidder’s initial offer. If a bidder announces it does not intend to make an offer (“shuts up”), it is locked out from making another bid for 12 months without Takeover Panel consent.

In private M&A, disclosure is typically made when the purchase agreement is signed, particularly if merger clearance is required, as details of the transaction will be publicly available after the merger notification. In other cases, a press release is often issued after the transaction is completed.

In public M&A, under the Takeover Rules, disclosure is required:

• immediately after a firm intention to make an offer is communicated to the target’s board;
• when a mandatory offer obligation arises;
• if there is rumour or speculation, or unusual share price movement following a bidder’s approach;
• if such rumour or speculation occurs before a bidder approaches and it is linked to the bidder’s actions or intentions;
• when discussions extend beyond a limited group; or
• when negotiations are terminated or the bidder decides not to proceed.

In public M&A, market practice generally aligns with the Takeover Rules on timing of disclosure. Strict confidentiality must be maintained before a bidder’s intention to make an offer is announced. Prior to this, the initial approach should only be disclosed on a need-to-know basis, ensuring that recipients understand the confidentiality requirements.

In private M&A, due diligence typically includes commercial, financial and tax, and legal aspects, with the depth depending on the buyer’s requirements. In competitive auctions, sellers may conduct limited vendor due diligence, which bidders then supplement with their own investigations. Warranty and indemnity insurance providers often require robust due diligence as a condition for coverage.

By contrast, in public M&A, due diligence is primarily based on publicly available information, with deeper investigations generally occurring after an offer is made.

Exclusivity agreements are customary in Irish M&A. In private M&A, an acquirer will typically seek exclusivity once it is ready to make an indicative offer for the target. Binding exclusivity provisions requiring the target and/or the target’s shareholders to negotiate solely with the acquirer and not negotiate or solicit offers from any other prospective buyers for a defined period of time will often be set out in the term sheet or heads of agreement or non-binding offer or similar preliminary agreement.

In public M&A, a bidder may also seek exclusivity, but any exclusivity agreement entered into with the target is subject to the Takeover Rules and to the fiduciary duties of the target’s directors. A bidder may also seek irrevocable commitments or letters of intent to accept the offer from the target’s directors and shareholders; such irrevocable commitments or letters of intent are subject to disclosure requirements under the Takeover Rules, and care would need to be taken to avoid falling foul of prohibitions in respect of insider trading.

Standstill provisions are also usually demanded in public M&A. They are typically agreed in contemplation of a takeover bid or scheme of arrangement and allow for confidential discussions to take place regarding the target’s affairs. During the specified standstill period, they prevent the prospective bidder from acquiring shares in the target or making a takeover offer for the target without the consent of the target. As they mainly favour the target entity, standstill provisions are usually heavily negotiated in non-disclosure agreements.

Definitive agreements are commonly used to set out the terms and conditions of tender offers and schemes of arrangement. These agreements are subject to the Takeover Rules and the fiduciary duties of the target’s directors.

Shareholders and officers of the target must accept the tender offer terms, and their actions are subject to disclosure requirements under the Takeover Rules. Care must be taken to avoid breaching insider trading prohibitions.

There is a strict timeline for acquiring a publicly traded company in Ireland, as set out in the Takeover Rules:

• The bidder must send the offer document to the target’s shareholders within 28 days of announcing a firm intention to make an offer, triggering the timetable.
• Day 21: Earliest date the offer can close.
• Day 60: Offer lapses unless it becomes unconditional as to acceptances.
• Day 81: Latest date by which all offer conditions must be satisfied.
• Day 95: Latest date for posting consideration.

The Takeover Panel may consent to extensions, such as when merger clearance or regulatory approvals delay acceptance.

For schemes of arrangement, while also governed by the Takeover Rules, the above timetable does not apply. The timeline will depend on the High Court’s caseload and discretion.

For private M&A transactions, the timeline is typically defined by the parties. It can range from three to six months for straightforward acquisitions, with more complex deals taking longer, particularly if regulatory reviews by the CCPC or European Commission are required.

In Ireland, under the Takeover Rules, an individual or entity (along with any affiliated parties acting in concert) that acquires 30% or more of the voting rights in a publicly traded target company is required to make a mandatory cash offer to all shareholders. The offer price must be at least equal to the highest price paid for shares in the target by the acquirer within the 12 months prior to the bid.

Cash is the most common form of consideration in Irish M&A transactions. Under the Takeover Rules, if a bidder offers cash, its financial adviser must confirm that the necessary resources are available to fully implement the offer.

Non-cash consideration, typically involving securities in the bidder, is also used in certain deals. This approach introduces additional complexities and requires more detailed disclosures, which are discussed below.

Takeover offer conditions must be submitted to the Takeover Panel for approval in advance. Regulators restrict conditions that are largely based on the bidder’s subjective judgement. Common conditions include regulatory clearances, shareholder acceptances, and other customary deal-specific conditions, ensuring they are objective and measurable.

The minimum acceptance condition for tender offers in Ireland is typically 90% for companies listed on regulated markets within the EEA, and 80% for companies listed on markets such as ESM, AIM, NASDAQ or NYSE. These thresholds are required to activate the squeeze-out mechanism, enabling the bidder to acquire 100% control of the target. Additionally, any takeover offer must be conditional on the bidder acquiring more than 50% of the voting rights in the target, though the bidder may set a higher acceptance threshold.

In Ireland, a public takeover cannot be conditional on obtaining financing. The bidder must confirm, through its financial adviser, that sufficient resources are available to fully implement the offer.

In Ireland, a bidder may seek certain deal security measures; however, some may be subject to the rules of the Takeover Panel.

• Exclusivity: A bidder may seek exclusivity, often through an agreement, but this is subject to the Takeover Rules. Bidders may also seek irrevocable commitments or letters of intent from the target’s directors and shareholders, which must comply with disclosure requirements and insider trading rules.
• Cost Coverage: A bidder can request a break fee from the target, but it requires Takeover Panel approval. The fee, typically capped at 1% of the offer value, must cover only specific third-party costs and be disclosed in the offer document.

Changes to the regulatory environment have not notably altered interim periods, though care must be taken with respect to the rules governing deal security measures.

If a bidder does not seek 100% ownership of a target, it can seek governance rights through its shareholdings. The bidder may aim to acquire sufficient voting rights to pass ordinary resolutions (over 50%) and special resolutions (75%) to make material changes, such as amending the target’s constitution or approving restructurings.

A bidder can also pursue a squeeze-out, which requires acquiring at least 80% of the shares for private companies or 90% for publicly traded companies. This would enable the bidder to compulsorily acquire minority shareholders’ shares. Additionally, the bidder may seek the threshold for delisting the target from the market.

Under Irish law, shareholders can vote in person or by proxy. Recent amendments, particularly following COVID-19, allow virtual meetings, providing greater flexibility for participation. The 2014 Act ensures that those attending virtually count towards the quorum for general meetings.

There are squeeze-out mechanisms available to bidders that wish to acquire 100% control of the target entity in instances where the minority shareholders have not tendered following a successful tender offer. A bidder may, subject to strict statutory requirements, compulsorily acquire the shares held by dissenting shareholders of a target where the bidder’s offer to purchase all the shares in the target has been accepted by members holding:

• at least 90% of the issued share capital of a target company which is subject to the European Communities (Takeover Bids) (Directive 2004/25/EC) Regulations 2006; and
• 80% in value of the shares in a company which is listed on a non-regulated market such as AIM on the London Stock Exchange or Euronext Growth on Euronext Dublin.

In the above instances, a minority shareholder has the ability under the 2014 Act to petition the High Court for relief within 21 days where they consider the affairs of the company are being conducted in a manner which is oppressive to them/any member or in disregard of their interests as members.

It is common for bidders to obtain irrevocable commitments from principal shareholders of the target company to tender or vote in favour of the offer. These commitments are typically negotiated in the early stages, often before the formal announcement of the bid. Shareholders provide these undertakings on a confidential basis, which generally preclude them from trading in the target’s securities. Negotiations over these commitments may include provisions allowing shareholders to exit if a higher bid emerges.

The Takeover Rules require strict confidentiality concerning a potential bid before it is made public in Ireland. Prior to the announcement, the existence of the discussions must only be disclosed on a need-to-know basis and usually with a confidentiality agreement in place. Rules may differ slightly where the bid is hostile.

The obligation to make an announcement regarding the bid usually rests with the target company’s directors. The information to be contained in the announcement is specified by the Takeover Rules.

In the event that the bidder aims to issue shares as consideration to the shareholders in the course of a business combination, enhanced disclosure obligations will apply pursuant to the Takeover Rules. In this instance, the bidder is required to publish either a prospectus or other document, which must be:

• approved by the Central Bank of Ireland; or
• approved by the designated competent authority of another EEA Member State and passported into Ireland.

The prospectus must contain adequate information which confirms the assets and liabilities of the bidder as well as its financial position.

Where non-cash consideration is offered, the bidder must include financial documentation in the prospectus detailing its financial status. These statements must be prepared in the applicable form, whether GAAP or IFRS, depending on the bidder’s accounting standards.

The Takeover Panel requires the following information to be made available unless it has confirmed otherwise:

• Offer documents and any revisions, along with target company board communications regarding the offer.
• Reports, letters, valuations or documents referenced in materials from the bidder or target company, excluding director service contracts and non-offer-related material contracts.
• Material contracts by the bidder related to the offer, including irrevocable commitments and financing arrangements, with possible redactions approved by the Takeover Panel.
• Asset valuation documents, if applicable, including valuation certificates, reports or schedules, and valuer consent for publication.

Under the 2014 Act, a director has certain fiduciary duties in relation to the company and its shareholders. These include:

• Acting in good faith in what he or she considers to be the interests of the company.
• Acting honestly and responsibly in relation to the conduct of the affairs of the company.
• Acting in accordance with the company’s constitution and exercising his or her powers only for the purposes allowed by law.
• Not using the company’s property, information or opportunities for his or her own or anyone else’s benefit unless:
1. this is expressly permitted by the company’s constitution; or
2. the use has been approved by a resolution of the company in general meeting.
• Not agreeing to restrict his or her power to exercise an independent judgement unless:
1. this is expressly permitted by the company’s constitution;
2. he or she, having determined that he or she considers in good faith that it is in the interests of the company for a transaction or engagement to be entered into and carried into effect, restricts his or her power to exercise an independent judgement in the future by agreeing to act in a particular way to achieve this; or
3. his or her agreeing to such has been approved by a resolution of the company in general meeting.
• Avoiding any conflict between the his or her duties to the company and his or her other (including personal) interests unless the director is released from his or her duty to the company in relation to the matter concerned, whether in accordance with provisions of the company’s constitution in that behalf or by a resolution of it in general meeting.
• Exercising the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both:
1. the knowledge and experience that may reasonably be expected of a person in the same position as the director; and
2. the knowledge and experience which the director has.
• Having regard to the interests of its members.

In addition to the above, directors of Irish companies have several other duties under the 2014 Act including a duty to ensure that the company complies with the 2014 Act, to have regard to the interests of the company’s employees in general and to consider the interests of creditors where the company faces insolvency.

They also have certain duties under other legislation; for example, under the Irish Takeover Panel Act 1997, directors are required to act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of an offer.

It is common for boards of directors to establish special or ad hoc committees in business combinations, particularly where conflicts of interest arise. Directors have a fiduciary duty to avoid conflicts between their duties to the company and personal interests. When conflicts occur, the Takeover Rules require directors to disclose all relevant information and opinions to the board and its financial adviser. To manage these conflicts, boards often create committees to handle specific aspects of the transaction and ensure compliance with necessary processes.

Under Irish law, courts generally defer to the judgement of the board of directors in takeover situations, applying a test to assess whether decisions were made in good faith and with the honest belief that they were in the best interests of the company. As long as directors comply with their fiduciary duties, courts are unlikely to interfere with business decisions made by the board.

The Takeover Rules require directors of both the target and bidding companies to obtain independent expert advice, as they are responsible for all documents issued by their respective companies, including announcements, presentations and briefings.

Typically, financial, legal and tax advisers are engaged at the early stages of a business combination. Financial advisers ensure that the directors are informed of their obligations under the Takeover Rules and help guide compliance throughout the process.

In Ireland, conflicts of interest involving directors, managers, shareholders or advisers in the context of acquisitions have not been the subject of significant judicial or regulatory scrutiny. In practice, the disclosure of the nature of the conflict by the relevant parties, combined with obtaining informed consent, is typically considered sufficient to avoid a breach of duty. However, the Takeover Panel and other regulatory bodies would intervene if there were any concerns regarding transparency or fairness in the process.

Under Irish law, hostile takeovers are permitted and can occur when the target company’s board publicly advises shareholders to reject a bidder’s offer, thereby preventing a takeover. However, hostile takeovers are relatively uncommon in the Irish M&A market. The Takeover Rules place significant restrictions on the actions that a target company can take to frustrate or block an offer.

Specifically, the target’s board is prohibited from taking defensive actions that could frustrate the offer unless these actions are approved by shareholders at a general meeting or with the consent of the Takeover Panel. This regulatory oversight ensures that the interests of shareholders are protected during a hostile bid.

Defensive measures are permitted in Ireland, but they are strictly regulated under the Takeover Rules. The target company’s directors are prohibited from taking any actions that could frustrate or block a takeover offer without shareholder approval or consent from the Takeover Panel. Defensive measures, such as issuing new shares or making significant asset disposals, can only be implemented if the target’s shareholders approve these actions at a general meeting or if the Takeover Panel gives its consent. These regulations are designed to ensure that any defensive strategies are in the best interests of shareholders and do not unduly prevent the shareholder from having a say in the outcome of a takeover.

In a hostile bid scenario, the target company’s board has several defensive measures available, though these are subject to strict regulatory oversight under the Takeover Rules.

• Response Document: Once a bidder announces its intention to make a firm offer, the target’s board is required to issue a response document within 14 days. This document will include the board’s views on the offer, which may include recommendations to reject or accept the offer, depending on the target’s stance. This is a key opportunity for the board to present any strategic reasons why the offer is not in the best interests of the shareholders.
• Refusal to Engage in Negotiations: The target’s board can choose not to engage in negotiations with the bidder, potentially making it difficult for the bidder to pursue further discussions.
• Denial of Due Diligence Access: In a hostile scenario, the target may refuse to provide the bidder with access to due diligence information, thereby limiting the bidder’s ability to fully assess the target’s operations and value.
• “Put Up or Shut Up” Rules: The target board can seek to invoke the “put up or shut up” rules, which require a potential bidder to either make a firm offer or announce that it will not pursue the takeover. This prevents a bidder from dragging out the process without committing to an actual offer.
• Poison Pill Mechanisms: While less common in Ireland, defensive mechanisms such as “poison pills” (issuing new shares to dilute the bidder’s stake) can, in principle, be considered by the target’s board, though such actions would need to be approved by shareholders or the Takeover Panel.

• White Knight Defence: The target company may seek to find a more favourable third-party bidder, known as a “white knight”, who would make a competing offer to prevent the hostile bidder from taking control.

• Asset Lock-Up Agreements: The target may agree to sell off certain assets to make the company less attractive to the hostile bidder, though this would require shareholder approval and Takeover Panel consent.

When enacting defensive measures, directors must uphold their fiduciary duties, including the following:

• Acting in Good Faith: Directors must act in the best interests of the company, ensuring defensive actions are genuinely beneficial for all stakeholders, not just for management or existing shareholders.
• Avoiding Conflicts of Interest: Directors must disclose any personal interests and recuse themselves from decisions if there is a conflict.
• Obtaining Shareholder Approval: Some defensive measures, such as issuing new shares or blocking a bid, require shareholder consent.
• Exercising Care, Skill and Diligence: Directors must carefully evaluate the defensive measure, consult advisers, and ensure it complies with legal and regulatory requirements.
• Compliance With the Takeover Rules: Any defensive actions must not frustrate an offer without proper shareholder approval or consent from the Takeover Panel.
• Considering the Company’s Interests: Directors must also consider the company’s long-term health, including the interests of employees and creditors.
• Disclosure: Full and transparent disclosure of defensive actions and their rationale must be provided to shareholders and the Takeover Panel.

Directors must act in the best interests of the company and its stakeholders. While they cannot block a business combination without reason, they can take action if it aligns with the company’s interests. This requires:

• consulting independent experts as per the Takeover Rules;
• acting in good faith with a belief that their actions benefit the company; and
• exercising due diligence in considering the offer.

In Ireland, litigation relating to M&A deals is relatively rare. When it occurs, it typically involves the enforcement of provisions in the transaction documents, such as warranties or indemnities.

Litigation in M&A deals in Ireland is most commonly brought after the completion of the transaction, typically when issues arise regarding the enforcement of warranties, indemnities or other contractual obligations. However, disputes can also occur during the negotiation phase, particularly if there are disagreements over terms or conditions in the deal.

The COVID-19 pandemic highlighted the importance of clearly defined “material adverse change” (MAC) clauses in M&A agreements. Many deals in early 2020 were affected by unforeseen circumstances, leading to disputes regarding whether the pandemic triggered these clauses. One key lesson is the need for careful drafting of MAC provisions to account for external events such as pandemics and the importance of considering flexibility in deal structures, such as including termination rights and renegotiation mechanisms in the event of major market disruptions.

Shareholder activism is an emerging force in Ireland, driven by both domestic and international investors. Activists often focus on influencing governance, financial structures and corporate policies. Recently, there has been a notable rise in activism addressing ESG issues.

Shareholders are increasingly pushing for improved transparency and stronger ESG performance, aligning with global trends in corporate responsibility. Under the 2014 Act, shareholders have legal mechanisms to influence a company’s policies and decisions.

In Ireland, activist shareholders can influence corporate actions, including M&A activity. Their campaigns often push for strategic changes such as M&A transactions, divestitures, spin-offs, capital returns and enhanced corporate social responsibility.

In Ireland, there have been no notable instances of activists attempting to disrupt announced transactions. Shareholders typically use their rights under the 2014 Act to influence corporate decisions.