Ireland to raise merger notification thresholds: what dealmakers need to know

Ireland to raise merger notification thresholds: what dealmakers need to know

As we reported in our Q1 2026 update, the Department of Enterprise, Tourism and Employment (the Department) recently consulted on increases to Ireland’s thresholds for mandatory merger notifications to the Competition and Consumer Protection Commission (the CCPC).

The consultation has now closed. The Department has confirmed that the new thresholds will take effect on 1 July 2026. This update examines what dealmakers need to know as they consider how the new thresholds will affect their transactions.

At a glance

• The merger notification thresholds under the Competition Act 2002 (as amended) (the 2002 Act) will increase:
  • From: aggregate turnover in Ireland of the undertakings involved in a transaction is at least €60m and turnover in Ireland of each of two or more of the undertakings involved is at least €10m;
  • To: aggregate turnover in Ireland of the undertakings involved in a transaction is at least €100m, and turnover in Ireland of each of two or more undertakings involved is at least €15m.
• The changes will take effect on 1 July 2026.
• The increased thresholds will apply to all transactions which complete after 1 July 2026. The CCPC has confirmed that for transactions falling between the current and new thresholds, parties can choose to notify their merger to the CCPC before 1 July or choose not to notify the merger after 1 July.
• As we reported in our Q1 2026 update, the CCPC’s statutory call-in power (in force since September 2023 and exercised for the first time in March 2026) allows it to require notification of below-threshold mergers that may affect competition in Ireland.

Background

The thresholds were last increased in 2019 (i.e. from €50m/€3m to the current €60m/€10m). Since then, the number of notifications initially fell but rose again, reaching 90 notified transactions in 2025.

As outlined in our Q1 2026 update, the Department launched a public consultation on 23 March 2026 proposing to raise the thresholds. The Department’s rationale was based on inflation, comparisons with other Member States, the existence of the CCPC’s call-in power, reduced compliance costs for businesses, and the fact that most transactions resulting in CCPC intervention would still be captured by the new thresholds.

New merger notification thresholds

Entry into force and transitional position

The new thresholds will take effect on 1 July 2026. Until that date, the current €60m/€10m thresholds continue to apply. Transactions that meet the current thresholds, and which are due to close before 1 July, should be notified to the CCPC and await clearance as normal.

Transaction teams working on deals which are expected to close around 1 July 2026 should confirm which thresholds will apply at the relevant time. The CCPC has indicated that where the combined turnover in Ireland of the undertakings involved in a transaction falls between €60m and €100m, and between €10m and €15m In Ireland individually, transaction parties can choose to notify their transaction to the CCPC before 1 July or choose not to notify the transaction after 1 July.  According to the CCPC, such transactions cannot be implemented before 1 July without obtaining prior clearance from the CCPC.

Practical implications for live and pipeline transactions

The increase in thresholds should materially reduce the number of compulsory merger notifications in Ireland. The Department’s analysis indicates that 46% of 2024 notifications would not have been notifiable under the new thresholds. This is particularly relevant for transactions that are currently notifiable on technical turnover grounds - including some private equity transactions and deals with only minor overlaps in Ireland - where the CCPC’s Simplified Merger Notification Procedure (SMNP) typically applies (accounting for approximately 70% of notifications in 2025 and with an average approval timeline of 12-15 business days). For most SMNP transactions in particular, the notification and CCPC approval process is straightforward and relatively quick.

For transactions that fall between the current and new thresholds, the mandatory notification obligation will fall away once the new thresholds take effect on 1 July 2026. However, parties should not treat the higher thresholds as eliminating Irish merger control scrutiny. The CCPC’s call-in power means that below-threshold transactions with a potential effect on competition in Ireland may still lead to the CCPC requiring the parties to notify the CCPC for approval (whether or not already completed).

The key question for businesses with a sub-threshold transaction will be: how confident are we that the CCPC is unlikely to call it in, and how is that risk being managed in the transaction documents? The answer to that question lies in whether the result of the transaction would be to prompt the CCPC to have competition concerns or doubts about the transaction and ultimately whether the transaction would substantially lessen competition in Ireland.

Action checklist for transaction teams

• For pipeline deals, assess whether the new thresholds (€100m/€15m) will apply and plan accordingly.
• Where a transaction falls below the new thresholds, carry out a substantive Irish competition assessment early in the process to determine whether call-in risk is material - particularly where there are horizontal overlaps, vertical links, concentrated or niche markets, important assets/data/technology, risk of complaints, or customer/supplier sensitivity in Ireland. Maintain a clear record of the call-in risk analysis and how it is being mitigated.
• Review transaction documents for conditions precedent, cooperation covenants, regulatory efforts obligations, long-stop dates, interim operating restrictions, and risk allocation mechanics relating to CCPC engagement (or possible voluntary notification where a call-in risk is identified).
• Consider whether pre-emptive engagement with or a voluntary notification to the CCPC may be appropriate for sub-threshold transactions with uncertain or material Irish competition issues, to test the CCPC’s likely views or achieve legal certainty before closing. Note that voluntary notification still requires a full merger notification, a formal CCPC decision on the merits, and the transaction being suspended until cleared.
• Be aware that the CCPC may rely more heavily on market monitoring to identify sub-threshold transactions that warrant scrutiny, including by sending requirements for information following transaction announcements.
• Continue to carry out multi-jurisdictional analysis separately (including referral risk under Article 22 of the EU Merger Regulation for sub-threshold transactions UK Competition and Markets Authority jurisdiction, and other national merger regimes). Note that sub-threshold transactions may still attract scrutiny under other competition law provisions (e.g. Article 102 TFEU following the Court of Justice’s Towercast judgment in 2023).

For more information, please contact Dervla Broderick, Alan McCarthy, Anna-Marie Curran, Vincent Power or any member of A&L Goodbody’s EU, Competition & Procurement team.

Date published: 10 June 2026