Introduction

The Takeover Directive has been implemented in Ireland by the European Communities (Takeover Bids (Directive 2004/25/EC) Regulations 2006 (SI No. 255 of 2006) (hereinafter the ‘Regulations’)), which came into effect on 20 May 2006, the due date for transposition under the Takeover Directive. Before transposition of the Takeover Directive, a comprehensive regime for the supervision of takeovers already applied in Ireland, and the bulk of this regime continues to apply. The Regulations cater for those areas not already dealt with in the existing Irish regime or areas of that regime that needed to be adjusted due to the requirements in the Takeover Directive.

Public takeovers in Ireland are now regulated by the Regulations, the Irish Takeover Panel Act 1997 (hereinafter the ‘1997 Act’, which established the Irish Takeover Panel (hereinafter the ‘Panel’)) and the Takeover Rules 2007 (together known as the ‘Takeover Rules’). A new edition of the Takeover Rules was introduced to take effect on 19 December 2007. The Takeover Rules have the force of law and are administered by the Panel.

Scope

The Takeover Directive and the Takeover Regulations only apply to companies admitted to trading on a ‘regulated market’ (the official list of the Irish stock exchange in Ireland), whereas the 1997 Act applies to a wider cohort of listed companies, for example an Irish-incorporated public limited company whose shares are traded only on the Irish Enterprise Exchange (IEX) operated by the Irish stock exchange.