It is assumed that the Deputy's question relates to the responsibilities of the Minister for Industry and Commerce in relation to proposed merger or take-over of State assets in the context of the Mergers, Take-overs and Monopolies (Control) Acts, 1978 and 1987. This legislation sets out to control, in the public interest, proposed take-overs and mergers involving any two or more enterprises coming under common control, where at least one carries on business in the State and where certain financial thresholds defined in the legislation are exceeded by each of two or more of the enterprises involved.
Where a proposed merger or take-over falls within the scope of the legislation, notification of the proposal to the Minister for Industry and Commerce is obligatory. A proposed merger or take-over cannot be concluded until the Minister has stated that he does not propose to prohibit it either absolutely or conditionally or, in the absence of such a statement, until a period of three months has elapsed from the date of notification, or from the date of receipt of such further information as the Minister may require.
The Minister has discretion under the legislation, initially, to approve a proposal without further investigation, or to refer it for investigation to the Fair Trade Commission. The commission are obliged to investigate every proposal referred to them and report to the Minister on their investigation. The report of the commission must state their opinion as to whether the proposed merger or take-over would operate against the common good in respect of criteria set out in the Schedule to the 1978 Act. These criteria comprehend such matters as the effect on competition in the marketplace, the interests of the consumer, the effect on continuity of supplies or services, the effects on employment and on employees, the interests of shareholders, the impact on regional development and whatever economic benefits might arise for the enterprises and the industry involved.
The Minister, having considered a report of the Fair Trade Commission, may then approve the proposal, but he is also empowered to make an order prohibiting a proposed merger or take-over, either absolutely or except on certain conditions specified in the order. It would not be unusual for the Minister, in allowing a notified merger or take-over to proceed, to secure the agreement of a party or parties involved in the proposal to undertakings or assurances in relation to areas of concern.