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Expertise

Padraic Roche is a partner in the firm’s Corporate Department. His practice focuses on advising both public and private companies on a range of corporate law issues, with a particular focus on mergers and acquisitions, equity investments, corporate restructuring, portfolio transfers and corporate governance. Padraic’s practice has a sector focus on financial institutions, including banks, insurers, investment managers and Fintech companies.

Padraic joined Matheson after serving for three years as general counsel and company secretary of Malin Corporation plc, an internationally-focused life sciences investment company listed on the ESM of the Irish Stock Exchange. Prior to his role in Malin, Padraic served as head of legal in Ireland for Mercer, a leading global consulting firm, and as EMEA legal counsel for Xilinx, a NASDAQ listed technology company headquartered in Silicon Valley. Padraic also previously worked in another major Irish law firm for over six years.

From his time as a senior in-house lawyer, Padraic gained deep understanding of the challenges faced by companies and their in-house legal teams and developed extensive experience across multiple areas including public markets, private company investments, group structuring, risk management, project execution, management of external counsel and corporate governance.

Padraic holds a first class honours degree in Corporate Law from NUI, Galway and he completed an MSc in Business (Leadership and Management Practice) in UCD in 2019.

 

Experience Highlights

Padraic’s experience in Matheson includes:

  • Acting for DMS Governance on its acquisition of each of MontLake Funds, MDO Management and Oligo Fund Services
  • Advising Global Risk Partners (GRP) on its acquisition of a majority stake in Crotty Insurance
  • Acting for IFG Group plc on its £206m recommended public takeover by Epiris LLP
  • Acting for Independent News & Media plc on its €145m recommended public takeover by Mediahuis NV
  • Advising Battery Ventures and Dawn Capital on their participation in Soldo’s $61m Series B fundraising round Advising Horizon Therapeutics plc (NASDAQ listed) on Irish aspects of its $345m equity financing
  • Advising Horizon Therapeutics plc (NASDAQ listed, Irish plc) on Irish aspects of its $345m equity financing in Feb 2019, its $800m equity financing in August 2020 and on its ongoing Irish law
  • Acting for An Post on its sale of Data Ireland
  • Advising the Greenman Group on its group restructuring
  • Advising a number of large multinational clients (including a major global investment bank and major global asset manager) in respect of cross border mergers, Irish domestic mergers, portfolio transfers and related regulatory approvals
  • Advising multiple companies on corporate structuring as part of Brexit-related planning

Padraic’s experience in industry includes:

  • The legal execution of all investments made by Malin Corporation plc between June 2015 and June 2018, ranging in value from €1- €72 million
  • Three secondary share offerings by Malin Corporation plc on the ESM of the Irish Stock Exchange
  • Serving as a member of Mercer’s European transaction team and lead Mercer lawyer on strategic UK-based acquisition
  • Significant experience at advising c-suite on corporate governance and regulatory issues
Accolades
Padraic Roche is named a ‘Notable Practitioner’
IFLR1000 2020
Education

University College Dublin, MSc in Business (Leadership and Management Practice)

National College of Ireland, Galway, Bachelor of Corporate Law

National College of Ireland, Galway, LLB

Law Society of Ireland, admitted as a solicitor

Cross-Border Mergers and the Impact of Brexit

Aug 31, 2020, 23:13 PM
A legal framework to permit cross-border mergers between limited liability companies from member states in the European Economic Area (“EEA”) was brought into European law by Directive 2005/56/EC ( the “Directive”).
Title : Cross-Border Mergers and the Impact of Brexit
Filter services i ds : 6689164d-89a1-40d0-b738-ce7229cafcf2;
Engagement Time : 3
Insight Type : Article
Insight Date : Feb 6, 2019, 00:00 AM
A legal framework to permit cross-border mergers between limited liability companies from member states in the European Economic Area (“EEA”) was brought into European law by Directive 2005/56/EC ( the “Directive”). 

The Directive was implemented in Ireland by the European Communities (Cross-Border Mergers) Regulations 2008 (the “Regulations”). The Regulations have provided a legal framework over the past 10 years for cross-border mergers into and out of Ireland. By way of re-cap, in a cross-border merger all the assets and liabilities of one or more companies (a “Transferor”) are automatically transferred to another company (a “Successor”) and the Transferor is dissolved without going into liquidation. For the Regulations to apply, the merger must involve at least one Irish limited liability company and at least one EEA company.  The question which currently presents itself in the context of Brexit is, what is the possibility of an Irish company undertaking a cross-border merger into the UK in the event of a Hard Brexit (and indeed, the possibility of a UK company merging into an Irish company in such a scenario).

Part of the prescribed procedure as set out in the Regulations and the relevant UK regulations, the Companies (Cross-Border Mergers) Regulations 2007 (the “UK Regulations”), involves obtaining a pre-merger certificate from both the High Court in Ireland and the High Court in the UK. Subsequently the merging entities apply to the High Court in the jurisdiction of the Successor for an order confirming the merger and its effective date (the “Court Order”).For merging companies with no employees the full process of an Ireland/UK cross-border merger is likely to take in the region of 4 to 6 months.
As things currently stand, in the event of a Hard Brexit on 29 March 2019, Irish companies will not be able to complete a cross-border merger into the UK that has not been finally sanctioned by the High Court in the UK pursuant to a Court Order prior to that date. The UK government has proposed draft legislation that would revoke the UK Regulations if the UK leaves the European Union without a withdrawal agreement, meaning that there would be no legal framework in the UK to facilitate cross-border mergers post 29 March 2019.  In addition, as the Regulations do not permit a merger into a non EEA jurisdiction, the relevant legal framework would also not exist to enable the High Court in Ireland to sanction a merger of a UK company into an Irish company in the event of a Hard Brexit.

From a practical perspective, if an Ireland/UK cross-border merger transaction was to commence now or any time before the final outcome of the Brexit negotiations are confirmed, then it would need to be established that both the Irish and UK High Courts would agree to start the process, through the issuance of a pre-merger certificate, without certainty as to its outcome.  We are not aware of this point having been tested in Ireland or the UK yet, but our initial view, and that of some UK based lawyers whom we have spoken to on this point, is that the respective High Courts would be minded to allow the process to begin provided the significant uncertainty regarding whether or not the process would be able to complete was made clear in the relevant documents.

We will keep you informed of any further developments in this area and in the meantime if you have any queries please do not hesitate to contact Padraic Roche or your usual Matheson contact.

Cross-Border_Mergers_and_the_Impact_of_Brexit Cross-Border_Mergers_and_the_Impact_of_Brexit
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