Best Merger & Acquisition Lawyers in Carrigaline

About Merger & Acquisition Law in Carrigaline, Ireland

Merger and acquisition, often shortened to M&A, describes transactions where a business buys, sells, combines, or restructures companies and assets. If you are in Carrigaline, your deal will be governed primarily by Irish and European Union law, with practical local considerations such as property, planning, and workforce matters tied to Cork County. The core rules are national, so the same framework applies whether a business is based in Carrigaline, Cork City, Dublin, or elsewhere in Ireland.

Ireland offers several tools to complete deals, including share purchases, asset purchases, statutory mergers under the Companies Act 2014, public company takeovers under the Irish Takeover Rules, and schemes of arrangement approved by the High Court. Many Carrigaline transactions involve small to medium sized enterprises, family owned companies, and cross border buyers in sectors like manufacturing, pharma, logistics, construction, retail, and services, often with local property or plant near Cork Harbour and Ringaskiddy. This means M&A here often blends company law with employment, tax, environmental, planning, and commercial lease issues.

Why You May Need a Lawyer

A lawyer helps you scope, structure, and close a transaction efficiently while managing legal risk. You may need legal support if you are buying or selling a company or business, taking on investors, carving out a division, or reorganising a group. Common needs include drafting and negotiating the heads of terms, non disclosure agreements, and share or asset purchase agreements, running legal due diligence across corporate, contracts, employment, pensions, intellectual property, real estate, environmental, data protection, and litigation, and identifying deal approvals such as merger control and investment screening.

Lawyers advise on warranties, indemnities, earn outs, price adjustments, and escrow, help you plan tax efficient structures, handle employee transfer and consultation obligations, review financing and security, and coordinate completion mechanics, filings, and post closing integration. For public companies, specialist advice is essential to comply with the Irish Takeover Rules, disclosure obligations, and market conduct. Even in smaller private deals, a lawyer can prevent costly surprises around change of control clauses, title to assets, restrictive covenants, or pension deficits.

Local Laws Overview

Company law and deal structures. The Companies Act 2014 governs Irish companies and enables domestic mergers of certain Irish companies, completed either by High Court approval or, in defined cases, by a directors declaration process known as the summary approval procedure. Private deals usually complete by share purchase or asset purchase. Public company combinations can proceed by takeover offer under the Irish Takeover Rules or by a High Court sanctioned scheme of arrangement. Minority squeeze out and sell out rights generally arise at 90 percent acceptance thresholds following a takeover offer.

Public takeovers. The Irish Takeover Panel Act 1997 and the Irish Takeover Rules apply to Irish registered public companies with securities admitted to trading on a regulated market or certain multilateral trading facilities. Key features include equal treatment of shareholders, cash confirmation for offers, a 30 percent mandatory bid trigger, disclosure controls, and a put up or shut up timetable for possible offers. Euronext Dublin Listing Rules and Market Abuse rules can also apply.

Competition and merger control. The Competition and Consumer Protection Commission, the CCPC, reviews mergers that meet Irish turnover thresholds. As a guide, notification is required if the undertakings involved have combined turnover in Ireland of at least 60 million euro and at least two of them each have turnover in Ireland of at least 10 million euro. There is a standstill obligation not to close until clearance, with Phase 1 and Phase 2 review timelines. Media mergers have a separate public interest test overseen by the Minister, regardless of thresholds. Larger transactions with an EU dimension are reviewed by the European Commission under the EU Merger Regulation rather than the CCPC.

Foreign investment screening. Ireland has introduced a statutory screening regime for certain investments by third country investors under the Screening of Third Country Transactions Act 2023, administered by the Department of Enterprise, Trade and Employment. The regime imposes mandatory notification and a standstill period for defined acquisitions in sensitive sectors such as critical infrastructure, technology, and access to sensitive information. Parties should check current commencement and guidance at signing to confirm if their deal is in scope.

Employment and TUPE. Where a business or part of a business transfers, the European Communities Protection of Employees on Transfer of Undertakings Regulations 2003 as amended, known as TUPE, generally preserve employees contracts and require information and consultation. Redundancies must follow statutory processes, and collective consultation thresholds can apply. Pensions are governed by the Pensions Act 1990 and related regulations.

Data protection. The General Data Protection Regulation and the Data Protection Act 2018 apply to data rooms, diligence, and post closing integration. Parties should minimise personal data sharing, anonymise where possible, and ensure appropriate legal bases and transfer mechanisms for any cross border data sharing.

Tax and duty. Irish tax issues include capital gains tax for sellers, stamp duty on transfers of Irish shares or certain assets, VAT on asset deals with possible transfer of a business as a going concern relief, and corporation tax on post acquisition reorganisations. Group reliefs and participation exemptions may be available for corporate sellers. Early tax advice is recommended.

Real estate, planning, and environment. Asset deals often involve the assignment of commercial leases or the transfer of freehold property. Landlord consents, title, planning permissions under the Planning and Development Acts, building control, environmental licensing, and local authority rates all need checking. In the Cork Harbour area, environmental permitting and industrial emissions requirements can be significant for manufacturing or pharma assets.

Sectoral regulation. Transactions involving regulated sectors can require change of control approval from authorities such as the Central Bank of Ireland for financial services, ComReg for telecoms, the Commission for Regulation of Utilities for energy, or health and transport regulators. Local trading licences, waste permits, and food safety registrations may also be relevant for smaller businesses.

Frequently Asked Questions

What is the difference between a share purchase and an asset purchase

In a share purchase the buyer acquires the shares of the company and inherits all assets, contracts, employees, and liabilities unless excluded by specific pre closing steps. In an asset purchase the buyer selects assets and liabilities to take on, but employees may transfer under TUPE and consents are often needed to assign contracts and leases. Tax, transfer consents, and complexity differ, so structure is chosen case by case.

Do small local deals in Carrigaline need competition clearance

Most small or purely local deals do not meet CCPC thresholds and do not require merger notification. If the parties have Irish turnover that meets the legal thresholds, or if the deal is a media merger, notification is mandatory and closing must wait for clearance. Your lawyer can run the turnover test early to confirm whether filing is needed.

How long does an M&A deal typically take in Ireland

Private share or asset deals commonly take 6 to 12 weeks from heads of terms to completion if no regulatory filings are needed. CCPC notification adds a standstill and a Phase 1 review that is typically up to 30 working days, with possible extension if the CCPC raises queries. Public takeovers and High Court schemes have their own timetables that often run several months.

What is legal due diligence and what will be reviewed

Legal due diligence is a structured review to surface legal risks and confirm what you are buying. Typical scopes cover corporate and ownership, key commercial contracts, customer and supplier terms, real estate and leases, employment and TUPE, pensions, intellectual property, IT and data, litigation, compliance, insurance, environmental, sectoral licences, and tax exposures. Findings feed into pricing, protections, and conditions.

What are warranties, indemnities, and an earn out

Warranties are statements of fact by the seller about the business. If untrue, the buyer may claim damages. Indemnities are promises to cover defined losses on a euro for euro basis, for example a specific tax risk. An earn out ties part of the price to future performance. These tools allocate risk and are negotiated alongside a disclosure letter that qualifies warranties.

Will employees transfer automatically if I buy the business

Under TUPE, when a business or part of it transfers as a going concern, affected employees usually transfer automatically on their existing terms, with continuity of service protected. You must inform and, where appropriate, consult with employee representatives in advance. Changes to terms by reason of the transfer can be restricted. Pension rules differ depending on the type of scheme.

Do I need to worry about data protection during due diligence

Yes. Only necessary personal data should be shared, preferably anonymised or aggregated. Sensitive categories should be avoided unless essential and properly justified. Use secure data rooms, control access, record data sharing, and ensure appropriate legal bases and transfer safeguards for any cross border access. Post closing, integrate data in line with GDPR principles.

What is the Irish foreign investment screening regime and could it affect my deal

Ireland has a mandatory screening regime for certain acquisitions by non EU and non EEA investors in sensitive sectors. Depending on transaction size, sector, and level of control acquired, you may need to notify the Department of Enterprise, Trade and Employment and observe a standstill before closing. Check current guidance early to avoid delays.

How are property and leases handled in an asset purchase

Freehold property transfers require full title checks, planning and environmental diligence, and proper execution and stamping of transfer deeds. Lease assignments usually require landlord consent and compliance with assignment conditions. Review rent, service charges, guarantees, break options, and any improvement or planning issues well in advance.

What if key customer or supplier contracts have change of control clauses

Change of control and assignment restrictions are common. In a share purchase, change of control clauses can give counterparties rights to consent, renegotiate, or terminate. In an asset purchase, assignment clauses can block transfer. Identify these contracts in diligence and plan consent strategies or adjust the price, conditions, or structure accordingly.

Additional Resources

Companies Registration Office, CRO, for company filings and merger documentation. Competition and Consumer Protection Commission, CCPC, for merger control notifications and guidance. Irish Takeover Panel for public takeovers and the Takeover Rules. Department of Enterprise, Trade and Employment, Investment Screening Unit, for foreign investment screening notifications and guidance. Revenue Commissioners for stamp duty and tax guidance. Central Bank of Ireland for change of control in regulated financial services. Data Protection Commission for GDPR compliance guidance. Workplace Relations Commission for employment law guidance. Cork County Council Planning Department for local planning and development queries. Local Enterprise Office Cork South for business supports. Law Society of Ireland for finding a solicitor and professional guidance.

Next Steps

Define your objectives clearly, including whether you want to buy shares or assets, your budget, your timing, and the key risks you can accept. Engage an experienced Irish M&A solicitor early and, where appropriate, a tax adviser and corporate finance adviser. Ask for an initial scoping call to map the process, approvals, timeline, and costs. Prepare a clean data pack with corporate records, key contracts, financials, employee summaries, property documents, IP lists, and licences, or request a buyer data room checklist if you are a seller.

Agree heads of terms and a confidentiality agreement, then run focused legal and financial due diligence. Your lawyer will draft or negotiate the share or asset purchase agreement, disclosure letter, and ancillary documents such as board minutes, consents, assignments, filings, and security releases. Identify early whether CCPC merger control, EU merger review, investment screening, sectoral approvals, or landlord and counterparty consents are required, and build realistic long stop dates and conditions into the contract.

Clarify fees and scope with your solicitor at the outset, for example a fixed fee for key documents with hourly rates for due diligence. Request a project plan with milestones to signing and closing. After completion, diarise post closing actions such as CRO filings, stamp duty, notifications to regulators and counterparties, integration of employees and IT, and any agreed earn out or price adjustment mechanics. If you are unsure where to start, arrange a consultation with a local Cork based solicitor who handles M&A to discuss your specific situation and the most efficient path forward.