About the Irish Takeover Panel
The Irish Takeover Panel is the statutory body responsible for monitoring and supervising takeovers and other relevant transactions in relevant companies in Ireland.
It was established by the Irish Takeover Panel Act 1997 and is incorporated as a company limited by guarantee.
The Panel is designated as the competent authority for the purpose of Article 4(1) of the Directive on Takeover Bids (2004/25/EC) (“Directive”).
For the purposes of the Irish Takeover Panel 1997, as amended (“1997 Act”) a relevant company includes public limited companies or other bodies corporate incorporated in Ireland whose securities are currently being traded, or (if the subject of a takeover or other relevant proposal) were traded within the previous five years, on the Irish Stock Exchange, the London Stock Exchange, the New York Stock Exchange and Nasdaq.
It excludes those companies whose only securities authorised to be traded on one or more of those markets during the relevant period are debentures or bonds or other securities in the nature of debentures or bonds that do not confer voting rights in the company.
On 20 May 2006 the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (“Regulations”), which transposed the Directive into Irish law, came into effect. Under the Regulations those companies a bid in respect of which the Panel has jurisdiction by virtue of Regulation 6 to supervise, are deemed to be relevant companies under the 1997 Act.
The Panel is responsible for making rules to ensure that takeovers and other relevant transactions comply with the General Principles set out in the Schedule to the 1997 Act.
The rules also provide an orderly framework within which takeovers are conducted. They are not concerned with the financial or commercial advantages or disadvantages of a takeover, which are matters for the companies concerned and their shareholders. Nor are the rules concerned with issues such as competition and mergers policies, which are regulated under different legislation.
The Panel has extensive powers under the 1997 Act to make rulings and give directions, to hold hearings, to summon witnesses and to require production of documents and other information, where these are appropriate in the discharge of its statutory functions.