Public M&A—Ireland—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Public M&A—Ireland—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. 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?
  • 7. 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?
  • 8. 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?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Ireland—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to public M&A in Ireland published as part of the Lexology Getting the Deal Through series by Law Business Research (published: May 2020).

Authors: Matheson—Susan Carroll Chrysostomou; Madeline McDonnell

1. How may publicly listed businesses combine?

There are three principal methods used to acquire an Irish public company, namely a takeover offer, a scheme of arrangement and a cross-border or domestic merger. A purchaser may pay in cash, securities or a combination of both.

Under a takeover offer, the bidder will make a general offer to the target shareholders to acquire their shares. The offer 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 any remaining shareholders to transfer their shares on the terms of the offer if it has acquired, pursuant to the offer, not less than a specific percentage of the target shares to which the offer relates. The percentage for companies listed on regulated markets in the European Economic Area (EEA) is 90 per cent. The percentage for companies listed on other markets (eg, the New York Stock Exchange (NYSE), Nasdaq or AIM) is 80 per cent. Dissenting shareholders have the right to apply to the High

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