Merger Control

John Meade is one of the most experienced Merger Control practitioners in Ireland. In addition, and unusually for a competition lawyer based in Dublin, he advises and represents clients on the island of Ireland before the CCPC in Dublin and the CMA in London on Merger Control, as well as the European Commission in Brussels.

As in his work on Competition Law, John's work in Merger Control reflects the fact that he previously practiced in Brussels and practices as a solicitor in Ireland and in Northern Ireland. He is instructed on cross border transactions such as Dawn Meats/Dunbia (see Case Study) which may require merger filings in Dublin and London, as well as transactions which only require notification to the CCPC, the CMA or the European Commission.

Track Record

John has a reputation for obtaining successful outcomes for clients in complex mergers which raise competition issues.

By way of example, in 2016 he obtained approval before the CMA for the acquisition by a Northern Ireland company, Linergy, which is involved in animal rendering, of one of its competitors, Ulster Farm, also based in Northern Ireland. The transaction had originally been attempted by the companies in 2012 but did not proceed after the then UK Competition Regulator, the Office of Fair Trading (OFT), raised competition issues. John was not involved in the original transaction but was instructed by the parties after the OFT investigation in order to advise on the Merger Control issues. A second transaction was then attempted by the companies and was approved unconditionally by the CMA after a Phase 2 Review. John represented both companies on the CMA Review.

Approach

In advising companies on Merger Control, it is very important to determine at an early stage in the commercial negotiations the competition issues which may arise, how those issues should be addressed in any merger filing(s) which may be required, the likely response of the relevant merger regulator(s) to those issues and the likely process that will be involved, both in terms of the ultimate outcome of that process and the timing involved.

John works closely with companies and, where appropriate, economic consultants in addressing and advising on these issues so that a client is in an informed position at as early a stage as possible to decide whether to proceed with a proposal in light of the Merger Control analysis provided.

In some cases John is instructed by third parties in order to advise them on the likely outcome of a proposal that has been notified to a merger regulator. In particular, competitors or customers of companies to a notified transaction may be contacted by the relevant merger regulator and asked for their views on the competition implications of the transaction. In such circumstances he will advise the third party on the competition issues which arise and how the company might respond to the regulator.

Irish Merger Control

John Meade has been involved in many of the leading Merger Control cases which have been reviewed in Ireland by the CCPC and its predecessor, the Competition Authority. He has particular experience in complex cases which have been the subject of what are termed Phase 2 Reviews following an initial Phase 1 Review.

Recent cases in which he has been involved include the acquisition by the book retailer Eason of its competitor Dubray Books (see Recent Work). John acted for Eason. The transaction was approved by the CCPC on 10 September 2020. The CCPC did not impose any conditions in relation to its approval and approved the transaction in Phase 1.

Jurisdiction under Irish Merger Control rules is far reaching and companies must notify a transaction to the CCPC if a transaction satisfies certain financial thresholds. These thresholds are relatively low and mean that the acquisition by a company with group turnover in Ireland of €50m or more must be notified to the CCPC if the target business has at least €10m in turnover in Ireland.

It is also possible to make a voluntary notification of a transaction to the CCPC under the Merger Control rules in circumstances where the financial thresholds are not satisfied. The CCPC monitors transactions generally including transactions which fall below the financial thresholds and can "encourage" companies to such transactions to make a voluntary notification if it believes that competition issues may arise from the transaction. In such cases the CCPC may decide to investigate the transaction under the competition rules if the parties fail to make a voluntary notification under the Merger Control rules. Parties involved in such transactions need to take into account a number of considerations in deciding what approach to take.

EU Merger Control

The EU Merger Control system also obliges companies to notify transactions which satisfy certain financial thresholds to the European Commission and for its exclusive review. However, in contrast to the relatively low levels of the financial thresholds which must be satisfied for CCPC jurisdiction, the thresholds which must be satisfied at the EU level for EU jurisdiction are set at such a level that most transactions in Ireland do not meet the test for EU jurisdiction.

John Meade has been involved in a number of the leading cases that have been notified to the European Commission from Ireland, however, for example, Aer Lingus/Ryanair (where he acted for Aer Lingus), Heineken/Beamish & Crawford (where he acted for Beamish & Crawford) and Dawn Meats/Elivia (where he acted for Dawn Meats).

UK Merger Control

The UK Merger Control system is voluntary. Consequently, companies must decide whether to notify a transaction to the CMA in light of the competition issues which arise from the transaction. John Meade advises companies on the competition issues which arise from transactions which impact upon markets in the UK and whether to notify the CMA in the light of those issues.

Notifications and CMA reviews in which John has been involved include Linergy/Ulster Farm in 2016 (Phase 2 Approval) and Dawn Meats/Dunbia in 2017 (Phase 1 Approval).