COVID-19: Irish Merger Control During the Coronavirus Outbreak
On 18 March, the CCPC issued a statement encouraging merging parties where possible to delay merger filings until further notice, and establishing a temporary process for electronic notification of mergers.
In an effort to ensure business continuity in merger review amid the COVID-19 outbreak, the CCPC has moved most of its staff to remote working. However, it recognises that the outbreak will hinder the collection and analysis of information that takes place during the merger review process. Like many other merger control agencies worldwide such as the U.S. and French authorities, the CCPC is requesting merging parties to delay notification of non-urgent deals.
Can Deals Still Be Notified?
Yes. The CCPC recognises that the normal statutory procedures and deadlines still apply to mergers. There have been no formal changes to the notification regime or the applicable timelines. Rather, the CCPC is requesting that parties delay notification if possible “to assist the CCPC in carrying out its merger review functions.”
Transactions, in particular urgent deals, may still be notified and the normal statutory timelines will continue to apply. However, in light of the difficulties referenced by the CCPC, merging parties should be aware that deals notified in the coming weeks may not be processed as quickly or as efficiently as usual.
Importantly, the CCPC has no power to extend the statutory review deadlines due to COVID-19. However, it does have a general power to extend the review period by issuing formal requests for information, something that could happen with or without COVID-19. Extension of the 30-working day Phase 1 review period may be more likely for deals notified during the COVID-19 outbreak.
Merging parties should be aware that the CCPC’s statement does not alter the obligation to notify a transaction that meets the relevant statutory thresholds. Implementing a deal without notifying constitutes a criminal offence, and any such deals are deemed void under section 19(2) of the Competition Act 2002.
Temporary Notification Process Change
Where a notification is to be made, the CCPC has requested that notification forms and all supporting documents be submitted electronically, to firstname.lastname@example.org, before 4.30pm, from Monday to Friday.
What About Deals Under Review?
The CCPC currently has 9 deals under review. In principle, these deals are unaffected by COVID-19, and normal statutory deadlines continue to apply. However, as outlined above, parties should anticipate potential delays to review periods while the disruption caused by COVID-19 continues.
This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.