Ireland’s mergers and acquisitions (M&A) sector is set for significant shifts in 2026, driven by new legislation impacting foreign investment and corporate governance. The landscape, previously governed by the Companies Act 2014 and the Irish Takeover Panel Act 1997, now incorporates crucial updates from the Screening of Third Country Transactions Act 2023 (STCTA) and the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.
The STCTA, effective January 6, 2025, introduces a foreign direct investment (FDI) screening mechanism. This allows the Irish Minister for Enterprise, Trade and Employment to scrutinize and potentially block transactions by non-EU/EEA/Switzerland entities if they threaten national security or public order. This review applies to transactions exceeding €2 million in critical sectors, adding a new layer of due diligence for foreign acquirers.
Acquisitions in Ireland typically follow three routes: takeover offers, schemes of arrangement, or mergers. Takeover offers require bidders to secure over 50% of a target’s voting rights, with a potential squeeze-out at 90%. Schemes of arrangement are statutory procedures needing shareholder and High Court approval, while cross-border mergers are subject to EU regulations and court review. The Irish Takeover Panel oversees these processes, ensuring adherence to strict timetables and rules, including mandatory offer requirements if a bidder crosses the 30% voting rights threshold.
Deal protection measures, such as break fees, are tightly regulated and generally capped at 1% of the offer value, requiring Panel consent. Target companies are also restricted from taking actions that could frustrate an offer without shareholder approval. Recent legislative changes, including the European Media Freedom Act (EMF Act) effective August 8, 2025, are also reshaping sector-specific M&A, particularly in media, by broadening definitions and shifting assessment responsibilities to Coimisiún na Meán (CnaM).
The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, largely in effect since December 3, 2024, further refines the M&A environment. It facilitates subsidiary mergers, introduces new grounds for company strike-offs, allows for permanent virtual or hybrid general meetings, and enhances the powers of the Corporate Enforcement Authority (CEA). These changes, alongside the updated Irish Corporate Governance Code applicable from January 1, 2025, signal a move towards greater corporate oversight and regulatory enforcement in Ireland’s M&A market.
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