Irish merger control in Q1 2026 - Proposed increase in notification thresholds and a first “call-in” by the CCPC

Two significant Irish merger control developments took place in Q1 2026:

1. the Department of Enterprise, Tourism and Employment (Department) launched a public consultation on increasing the merger notification thresholds for M&A transactions (Source: Public consultation on the proposal to raise merger thresholds - DETE); and
2. the Competition and Consumer Protection Commission’s (CCPC) made first use of its Statutory “call‑in” power for a sub‑threshold transaction (Source: CCPC calls in Uniphar’s acquisition of TouchStore for review - CCPC Business).

The proposed merger notification threshold increase should mean fewer notifications to the CCPC for transactions that currently require notification on a (largely) technical turnover basis (in particular for those transactions that qualify for expedited treatment under the CCPC’s Simplified Merger Notification Procedure (SMNP) – this is broadly similar to the simplified procedure under the EU Merger Regulation (EUMR)).

While the number of compulsory notifications to the CCPC should fall, merging parties would need to carry out an analysis of the competition effects in Ireland of their sub-threshold transactions to determine how likely the CCPC would be to call them in for notification (as well as how to manage signing/closing risk taking into account the risk of a CCPC call-in). This is timely, particularly in light of the CCPC’s first use of its Statutory “call‑in” power for a sub‑threshold transaction.

This briefing explains both Irish merger control developments and offers a practical commentary on what they mean for sub-threshold transactions with an Irish nexus.

Proposed increase in merger notification threshold – what changes and who benefits

A public consultation by the Department is underway on increasing the merger notification thresholds under the Competition Act 2002 (as amended) (Competition Act). The proposal is to increase the thresholds:

• From: aggregate turnover in Ireland of the undertakings involved of at least €60m and turnover in Ireland of each of two undertakings involved of at least €10m;
• To: aggregate turnover in Ireland of the undertakings involved of at least €100m, and turnover in Ireland of each of two undertakings involved of at least €15m.

The Department’s rationale for the proposed increase is based on: inflation, comparisons in other Member States, most transactions resulting in a CCPC intervention would still have been captured by the proposed new thresholds, the existence of the CCPC’s call-in power and reduced compliance costs for businesses. The Department also notes that 46% of 2024 notifications to the CCPC would not have been notifiable under the proposed thresholds.

If implemented, the change would remove a number of technical filings (e.g. certain private equity transactions and those with minor overlaps in Ireland). The SMNP accounted for around 70% of transactions notified to the CCPC in 2025.

The practical burden removed by the proposed increase may be modest in some cases: for most SMNP transactions in particular, the notification and CCPC approval process is straightforward and relatively quick (an average of c.12 business days from notification).

The main question for businesses with a sub-threshold transaction will be “how comfortable are we that the CCPC is unlikely to call it in?”. Also, merging parties will have to assess how that risk is then managed, particularly in the transaction documents.

The CCPC’s first “call-in” – why it matters

On 20 March 2026, the CCPC announced that it had called in Uniphar plc’s acquisition of TouchStore Limited for compulsory review, notwithstanding that the transaction was sub-threshold. The CCPC stated that: “Following requests for information, market research and information from engagement with third parties, the CCPC decided that this acquisition requires notification in order to examine its potential effect on competition.” As a result, the CCPC has required the parties to notify the transaction to the CCPC for approval.

While the CCPC has been raising questions with parties about some sub‑threshold transactions since it obtained its call‑in power on 27 September 2023, this is the first time that the CCPC has exercised that power.

This demonstrates that sub-threshold transactions are being scrutinised by the CCPC. If the proposed merger notification thresholds increase, the number of compulsory notifications to the CCPC should fall, and the likelihood of a call‑in will become a more significant part of the overall Irish merger control risk analysis - particularly where a transaction would have potentially adverse competitive effects in Ireland.

The CCPC’s call‑in mechanism is as follows: where a transaction is not otherwise notifiable (and has not been voluntarily notified to the CCPC), the CCPC may require the parties to submit a full merger notification where, in the CCPC’s opinion, the transaction may have an effect on competition in Ireland. Broadly, the CCPC must exercise its power to call-in a sub-threshold transaction within 60 working days of becoming aware of the transaction agreement – a call‑in can therefore be made by the CCPC pre‑closing or post‑closing.

Once a notification has been made following a call-in, the CCPC can impose interim measures on the parties to the transaction if it considers there is a risk that it may have an effect on competition in Ireland. Interim measures can include requiring an undertaking to refrain from taking any (or any further) steps towards implementing the transaction.

The practical challenge for merging parties is that the statutory test for a call-in by the CCPC (i.e. “may [   ] have an effect on competition”) gives the CCPC wide discretion and is a lower bar than the ultimate test for assessing the merits of a notified transaction (i.e. would it substantially lessen competition in Ireland). Failure to notify the CCPC as a result of a call-in or to comply with any subsequent interim measure is an offence.

Parties considering a sub-threshold transaction that raises competition issues in Ireland may decide pre-emptively to notify the CCPC on a voluntary basis rather than wait for the transaction to be (potentially) called-in by the CCPC – however, this still requires a full notification and a formal CCPC decision on the merits of the transaction.

A further point to watch is the expected extension of the call‑in mechanism in Ireland to media-related transactions under the Media Regulation Bill 2026 (and which would appoint Coimisiún na Meán (CnM) to review the media plurality (and editorial independence) impact such transactions in Ireland). The practical interaction between a call‑in by CnM under the expected new media merger rules (focused on plurality/editorial independence) and a CCPC call‑in (focused on competition effects) remains to be seen.

Practical takeaways for transaction teams

• Timing: The Department has yet to decide if the proposed increase in thresholds will take place – if so, this will probably not be until later in 2026 and there will likely be a transitional period before the increase takes effect.
• Impact on the number of notifiable transactions: For transactions with limited or no effect on competition in Ireland (e.g. certain private equity transactions and those with minor overlaps), an increase in the thresholds is likely to reduce the number of notifications to the CCPC which are currently otherwise notifiable due to technical turnover triggers.
• More uncertainty for sub-threshold transactions with an effect on competition in Ireland: The key practical change is likely to be increased uncertainty and front‑loaded work on transactions which fall below the higher thresholds but with, for example, meaningful overlaps in Ireland. Even where notification is not compulsory, parties are likely to need earlier competition analysis, a clear record of why the call‑in risk is considered to be low (or how it is being mitigated), and more planning around transaction timing and closing mechanics.
• Potential for pre‑emptive engagement with the CCPC: Transaction planning may include consideration of whether pre‑emptive engagement with the CCPC is appropriate to test its possible views on a sub-threshold transaction, assessing whether a voluntary filing is preferable to the uncertainty of a call-in, and ensuring that transaction documents (including conditions precedent, long‑stop dates, cooperation and risk allocation) operate appropriately if the CCPC intervenes pre‑ or post‑closing. Briefing papers to the CCPC (similar to those submitted to the Competition and Markets Authority (CMA) under UK merger control) are sometimes made regarding sub-threshold transactions since the introduction of the call-in power in 2023.
• More market monitoring by the CCPC: A system with fewer compulsory notifications increases the importance of the CCPC’s ability proactively to identify transactions that warrant scrutiny. The CCPC is likely to rely on market‑monitoring to a greater extent (including sending requirements for information to merging parties following transaction announcements (similar to the CMA process)). One effect of the proposed increase may be that genuinely problematic transactions are harder to identify if they do not come through the compulsory notification route.
• Wider impact of EU law developments and domestic Irish competition law rules on Irish merger control: Transaction analysis under Irish merger control may be affected by EU law developments such as on Article 22 EUMR referrals of sub‑threshold transactions to the European Commission (including the anticipated General Court decision in Nvidia/Run:ai (Case T‑15/25), which raises (among other issues) questions about the use of loosely defined, ex post, discretionary call‑in style powers by national competition authorities (NCAs)). Sub‑threshold transactions are not necessarily “competition‑law free”: for example, following the Court of Justice’s Towercast judgment (C‑449/21), it was confirmed that NCAs (such as the CCPC) can apply Article 102 TFEU (abuse of dominance) to such transactions (and, depending on facts, potentially other EU/Irish competition law provisions) – this means that completed sub-threshold transactions may still attract CCPC scrutiny (even if such interventions are unlikely to be common in practice).

Comment

The Department’s Consultation signals an intention to reduce technical notifications to the CCPC. The recent Uniphar/TouchStore call‑in demonstrates that the CCPC is prepared to use its discretion to require notification of sub-threshold transactions. If the proposed threshold increase takes place, there would likely be fewer compulsory notifications to the CCPC but more focus on call‑in risk for transactions with competition effects in Ireland. Either way, up‑front Irish merger control assessment, consideration of timing implications and documentation review will be relevant for sub-threshold transactions affecting competition in Ireland.

A&L Goodbody’s EU, Competition & Procurement team is at the forefront of advising on all Irish merger control matters.

Date published: 13 April 2026