Experience

Philip leads the firm’s Competition, Regulated Markets, EU and Trade Law Group focussing on antitrust transactional and counselling issues.  Philip Andrews is one of the most experienced EU and competition law practitioners in Ireland.  He is ranked Band 1 by all directories, including Chambers and Legal 500.  He is ranked as a Global Thought Leader by Who’s Who Legal 2021 in Competition and State aid. Philip previously served as Legal Adviser to the CCPC and assisted in drafting the Competition Act 2002. He is also co-author of the leading textbook on Irish competition law – a work which has been cited by the Irish Supreme Court and the Competition Court.

In 20 years of Irish merger control, five CCPC clearances have required business divestment, hold separate and monitoring trustee commitments.  Philip has acted on buyer side in three out of those five deals, including the first ever case Premier Foods/RHM.  No deal Philip’s worked on has ever been prohibited.  

Philip has received various accolades such as inclusion in GCR’s Who’s Who Legal. Philip is the sole Irish practitioner listed as a “Thought Leader” in Global Competition Review’s Who’s Who Legal: Competition 2021.

Recent Merger Control Experience includes:

  • Acting as lead antitrust counsel for Allied Irish Bank plc, Ireland’s largest business bank, in its 2022 acquisition of rival Ulster Bank’s commercial bank business.  This unprecedented 3-to-2 bank merger, involving transfer of more than 3,000 business customers, was cleared unconditionally by the CCPC following a truncated Phase 2 review.
  • Advising Enva Environmental, Ireland’s leading hazardous waste provider, on its successful 2019 acquisition of major competitor, Rilta, the first 2-to-1 merger ever cleared by the CCPC (subject to divestment of a single site, along with facility access commitments). 
  • Advising Lakeland Dairies in successfully obtaining unconditional Phase 1 approval from the UK CMA and the Irish CCPC on its 2019 merger with rival LacPatrick, to become the No. 2 Irish dairy processor with a cross-border milk pool of 1.8bn litres. 
  • Advising BWG, Ireland’s no. 2 convenience grocery and owner of the Spar, Eurospar, Londis, XL, Xpress Stop, and Mace franchises, on multiple competitor acquisitions, all successfully cleared by the CCPC, including a 2018 acquisition of a stake in rival buyer groups Gala and Stonehouse. 
  • Advising VHI, Ireland’s no. 1 private health insurance provider, on its 2017 acquisition of downstream operator, Swiftcare, (Ireland’s foremost provider of emergency care centres) – one of the most complex vertical merger reviews ever undertaken by the CCPC.  
  • Advising Oaktree Capital Group LLC on the establishment of a JV for residential property development management with Alanis Capital.
  • Advising Topaz, Ireland’s No.1 fuel importer, distributor and retailer, in its acquisition of closest rival and No. 2 player, Esso Ireland, involving an MCR Article 9 referral, and cleared subject to divestment of three retail forecourts and a stake in a single import terminal. 
  • Advising TV3 on its acquisition by Liberty Global plc.
  • Advising Nikkei in its acquisition of The Financial Times Group.
  • Advising Sports Direct International plc in its acquisition of Irish sports-chain Heatons.
  • Advising Betfair on the Paddy Power PLC Betfair merger. 
  •  Advising Doughty Hanson on its acquisition of Setanta Sport Holdings Limited and of TV3.
  • Advising Guardian Media Group plc on its acquisition of Century Radio.
  • Advising Superquinn, on its acquisition by rival grocery retailer, Musgrave, a deal that involved CCPC gun-jumping inquiries. 
  • Advising BBC & ITV, in respect of Irish media merger issues arising in respect of the creation of the “Britbox” joint venture (including regulatory filings to relevant Irish authorities).
  • Advising Premier Foods plc on its acquisition of RHM plc, the first case in which a divestment commitment was ever agreed by the CCPC.
  • Advising Applied Materials Inc. in its acquisition of Brooks Software.
  • Advising Topaz Energy Group in its acquisition of Statoil Ireland Limited.
  • Advising The Walt Disney Company on its acquisition of Pixar.
  • Advising Diageo on its acquisition of The “Old Bushmills” Distillery Company.
  • Advising Kingspan Group Limited on its acquisition of Century Homes.
  • Advising Emap plc on its acquisition of Scottish Radio Holdings plc.

Recent Experience advising on Cartels and Abuse of Dominance includes:

  • Representing a major infrastructure provider before the CCPC in an on-going criminal investigation into alleged bid rigging for a major public infrastructure project (including counselling on CCPC document seizure powers at a dawn raid). 
  • A leading car insurance provider under investigation for participation in alleged anti-competitive price signalling, including advice on witness compulsion powers and mandatory information disclosure orders.
  • Advising a major agricultural player in an important criminal investigation into allegations of competition law violations and fraud, including participating in two on site visits led by Gardaí and attending formal Gardaí/CCPC employee interviews.
  • Representing a major multinational drug firm suspected of involvement in a multi-year price fixing arrangement on Irish markets, before the CCPC and the Irish Director of Public Prosecutions, in a criminal cartel investigation, including successfully negotiating a joint DPP/CCPC immunity agreement.
  • Advising TV3, Ireland’s only all-commercial TV broadcaster, on a successful abuse of dominance complaint against the dominant incumbent, RTÉ, for exclusionary “share deal” practices with Irish advertising agencies – the only dominance complaint to the CCPC ever to yield cease and desist style undertakings. 

Recent State Aid Law work includes:

  • Representing Dublin City Council before the European Commission in successfully defending The Dublin Waste to Energy Project (one of Ireland’s largest and most complex PPP) violated EU State aid rules.
  • ESB, Ireland’s electricity incumbent,on both EU State aid law compliance of its FtB JV with Vodafone Ireland to roll out a nationwide fibre network across ESB to the Building project, and on the National Broadband Plan.
  • Examiner of the eircom companies on EU State aid, competition, regulatory and merger control issues attending the restructuring of eircom, including the competition law viability of a proposed third-party acquisition of eircom and its compatibility with the Examinership process, as well as the implications for eircom's achievement of its USO/PSO obligations of the Examinership process and liaising with the sector regulator, ComReg, re same.  
  • Irish Strategic Investment Fund on State aid compliance of a €50m conditional investment in Malin Corporation plc (conditional on, among other things, stipulated levels of investment in Irish businesses).
  • Irish Government (in relation to the sale of the Irish State’s 25.1% shareholding in Aer Lingus to IAG Group) including review and advice on the application of State aid rules to the sales of shares by the State and the substantive and procedural issues arising under the EU Merger Control Regulation.
  • National Asset Management Agency on EU State aid issues, including compliance with commitments made to the European Commission as part of its decision to approve the establishment of NAMA, as well as on EU and Irish competition law issues. This involves liaising directly with European Commission and Irish CCPC officials on an annual basis to report on NAMA's full compliance with its EU law commitments.
  • Port of Cork Company on the Company on EU State aid and Irish competition law issues associated with a major restructuring and rationalisation of port facilities and operations (including in respect of financing those operations).
  • Transport Infrastructure Ireland (formerly NRA) on State aid and competition law aspects of a number of major road infrastructure construction and operation projects, including in respect of the Clonee/Kells and Limerick Tunnel projects, both of which were considered to involve on-going operational subsidies and both of which were successfully notified to and approved by the European Commission as compatible State aid.
  • The Central Bank on potential application of EU State aid rules to the provision of access to and use of land within the Sandyford complex.

Telecom

Philip has 20-years’ experience advising on EU and Irish telecom regulation during which he has advised Telefonica/O2 UPC, BT, Vodafone, ESB/SIRO, and TV3.  Representative work includes:

  • Advising ESB on its joint venture with Vodafone, SIRO, established to build and operate a fixed broadband infrastructure provider, via rollout of a “fibre-to-the-home” network across Ireland,   This highly innovative project involves deployment of fibre on ESB's existing overhead and underground electricity distribution infrastructure (poles and ducts primarily) to create a high capacity broadband wholesale open-access network similar in many ways to the NBP.  
  • Advising Vodafone on its rights and obligations under applicable parts of the EU Framework, as well as under EU and Irish competition law.
  • Standing counsel to TV3, prior to its acquisition by Virgin Media, and advised on (among other things) ComReg’s SMP ruling regarding the State owned platform operator RTÉnl, as well as on negotiation of DTT carriage arrangements for broadcast on the free-to-air digital terrestrial television platform operated by RTÉnl;
  • Advising UPC in relation to regulatory and State aid issues surrounding the introduction of the DTT platform in Ireland and on the regulatory issues associated with the licensing of UPC’s MMDS platform.
  • Advising O2 on its successful challenge to ComReg’s joint dominance finding and advised O2 on its acquisition by Telefonica.
  • Advising the examiner in the eir restructuring, one of the most significant restructurings ever in Ireland, on EU State aid, competition, and regulatory issues attending the restructuring. 

Commercial Contracts

  • Advising on and drafting a range of commercial agreements, including distribution agreements, franchising arrangements, and commercial agency arrangements