Competition and Regulation

We advise on requirements for merger control clearance including from the Competition and Consumer Protection Commission (CCPC), the Minister for Communications, and the European Commission.  We have in-depth experience of how to best manage merger control reviews.

We have successfully gained clearance for numerous complex mergers, including EU and Irish clearances at Phase II and subject to behavioural and structural remedies.  We specialise in advising clients on merger control risk when buying and selling businesses, including in competitive bid auctions.  We have in-depth experience across all sectors and markets to include financial services, technology, telecommunications, energy and utilities, healthcare, aviation, and food and beverage.

Experience Highlights

We have advised:

• Speed Fibre Group on securing all required regulatory and competition clearances for its acquisition of BT Ireland’s telecoms business;
• Cellnex on the sale of its Irish towers business to Phoenix, involving a Phase 2 review by the Irish competition authority;
• Smurfit Kappa on obtaining multiple merger control approvals across the globe, including from the EU Commission, for its multi-billion value merger to form Smurfit WestRock;
• Bank of Ireland on the CCPC’s full Phase 2 investigation into the proposed acquisition of certain assets and liabilities of KBC Bank Ireland PLC;
• Link Group on the CCPC’s full Phase 2 investigation into the proposed acquisition of sole control of Pepper Ireland Finance Holdings Limited;
• Macquarie on obtaining approval for its acquisition of the Beacon Hospital in Dublin;
• Waystone, on obtaining Irish and EU merger control approval for various transformational transactions, including investments by Montagu and HG and the acquisition of KB associates;
• Sky plc on obtaining Irish media merger clearance for competing bids for its acquisition by Comcast Corporation (successful) and 21st Century Fox (unsuccessful);
• On the only ever Phase II ‘media merger’ investigation by the Minister for Communications;
• Wexford Milk Producers Limited on the CCPC’s Phase II investigation into its merger with Glanbia, resulting in a clearance of the transaction without conditions; and
• Three on the European Commission’s Phase II investigation of its acquisition of Telefónica Ireland, ‘O2’, resulting in a clearance of the transaction subject to conditions and on competition and regulatory issues following this clearance.

See our Irish Merger Control Guide.

We advise clients on regulatory approvals needed for M&A transactions under foreign direct investment (FDI) screening regimes, including the new Irish FDI screening regime established under the Screening of Third Country Transactions Act 2023.

Similarly, we advise clients on clearances needed for M&A transactions and public tenders under the pre-clearance regime established under the EU Foreign Subsidies Regulation. These regimes tend to be difficult for clients to navigate.  We are expert at identifying any necessary approvals and guiding clients through filing processes so as to ensure clearance and avoid delay.  Our team is highly experienced at representing clients in Ministerial reviews of their transactions.

While these are new and developing regimes, Matheson has a strong record of obtaining approvals in good time and is the only Irish practice with experience of advising on an in-depth, Phase 2 public interest review of a transaction by an Irish Minister (in the context of our media merger regime).

See our Guide on the new Irish FDI Screening Regime.

We review commercial agreements for compliance with EU and Irish competition law including advising on devising and operating supply and distribution arrangements including restrictions such as minimum purchase obligations, exclusive territories and criteria for a selection of authorised distributors.

We also assist clients in the design and implementation of bespoke competition compliance programmes, which minimise the risk of competition law breaches and penalties.  The solutions we offer include: tailored training and policies on competition compliance; and competition compliance audits.

We advise on contentious competition cases, including the first follow-on action and the only action involving an amicus curiae application in Ireland to date.

We have represented both plaintiffs and defendants in some of the most significant competition cases before the Irish courts, including anti-competitive agreements, abuse of a dominant position and follow-on damages actions. We also have experience of litigation before the European Courts in Luxembourg.

Experience Highlights

We have advised:

• a defendant on ongoing Trucks Cartel follow-on damages litigation before the Irish Courts;
• ASL Aviation on proceedings against the EU Commission seeking damages of over €200m arising from the prohibition of the UPS/TNT merger;
• Sports Direct on High Court proceedings between Sports Direct and Heatons regarding non-compete restrictions;
• Google on a High Court action taken by Ryanair involving a complex mix of intellectual property and competition law issues; and
• leading Irish sugar supplier, Gem Pack in successfully settling the first follow-on damages action to be brought before the High Court, seeking damages for abuse of dominance.

We advise potential grantors and beneficiaries of State aid on the relevant EU and Irish rules applicable to them.

We have also made numerous complaints to the European Commission alleging the grant of prohibited State aid, and been involved in investigations by the European Commission.

Experience Highlights

We have advised:

• A number of major energy companies on State aid complaints to the EU Commission.
• On State aid issues connected to the National Broadband Plan.
• RTÉ, the national broadcaster, on State aid allegations and an EU Commission investigation.
• On controversial EU Commission State aid investigations focused on Irish taxation matters.

We have in-depth expertise in public procurement issues.

We advise suppliers, awarding authorities and the State on public procurement law challenges.  We have advised clients in respect of High Court proceedings seeking set aside and damages and in respect of complaints to the European Commission.

Experience Highlights

We have advised:

• Sport Ireland on its development of the National Indoor Arena.
• Numerous bidders on successful legal challenges of tender decisions.
• On one of the most lengthy and complex tenders in recent Irish history, for the National Broadband Plan.
• The Minister for Transport on procurement of an operator for Terminal 2 at Dublin Airport.