The Irish Government has published the General Scheme of the Media Regulation Bill, which includes significant changes to Ireland’s media merger regime under the Competition Act 2002. These reforms aim to modernise Ireland’s approach to media plurality and bring it in line with the EU’s new European Media Freedom Act. If enacted, the changes will affect how media mergers are reviewed in Ireland and what types of transactions require approval. They are particularly relevant for international media companies, digital platforms, and entities considering acquisitions of media businesses in the Irish market.
WHAT IS CHANGING?
Broader definition of “media business”
The proposed legislation updates the definition of “media business” to reflect the modern media landscape. The new definition will include traditional print and broadcast outlets, as well as online platforms that make news or media content available to the Irish public (e.g. news aggregators, video-sharing platforms, certain social media networks). This means that digital-first or tech-based businesses may now fall within the scope of the media merger regime, even if they were not traditionally considered “media” businesses.
Revised test for what constitutes a media merger
Under the new proposals, a transaction will only qualify as a “media merger” if one of the parties is carrying on a media business in Ireland, and that party’s turnover in the State exceeds €2 million in the previous financial year. This generally provides greater clarity (albeit subject to the proposed call-in power (see below) and narrows the scope to transactions that have a real impact on the Irish media market.
New regulator-led review process
Responsibility for reviewing media mergers will shift from the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media to Coimisiún na Meán (CnaM), Ireland’s new statutory media regulator. CnaM will assess media mergers based on their potential impact on (a) media plurality (diversity of ownership and viewpoints), and (b) editorial independence. CnaM will be empowered to conduct initial (Phase 1) and in-depth (Phase 2) reviews, consult with the European Board for Media Services, and impose conditions on approval where necessary.
“Call-in” power for exceptional cases
CnaM will have the ability to require notification of a merger even if it does not meet the normal thresholds, where it believes the deal could significantly impact media plurality or editorial independence. This power may be exercised no later than 60 working days after the earliest of: (i) the date of a public announcement of an intention to make a public bid or the date on which a public bid is made but not yet accepted; (ii) the date on which CnaM becomes aware that of an agreement that will give rise to a merger; or (iii) the date on which the merger is put into effect.
New compliance obligations
Failure to comply with the media merger rules will attract criminal liability under the revised legislation, including for: (a) failing to notify a notifiable transaction; (b) closing a transaction before receiving clearance (so-called “gun-jumping”); and(c) failing to respond to information requests from the regulator. These changes underscore the need for early legal advice and careful transaction planning.
WHAT DOES THIS MEAN FOR MEDIA BUSINESSES?
If enacted in its current form, the new media merger regime will capture a wider range of transactions, including some involving tech platforms and digital businesses, introduce more structured and transparent review procedures, require additional regulatory filings and timelines for certain deals, and increase the risk of regulatory scrutiny for roll-up strategies or complex cross-border acquisitions.
The Media Regulation Bill is still at the draft stage but is expected to be prioritised to ensure Ireland complies with the European Media Freedom Act, whose media mergers provisions apply from 8 August 2025.
There are several key takeaways for media businesses, as follows:
- The definition of "media business" will expand to include digital and online content platforms.
- A standalone Irish presence (including turnover thresholds) will determine whether a merger is subject to review.
- The Minister’s role will be replaced by Ireland’s new media regulator, Coimisiún na Meán (CnaM).
- A new “call-in” power will allow the regulator to review certain deals even if they fall outside the normal rules.
- Criminal sanctions will apply for failure to notify where required or for gun-jumping.
Media companies and investors should begin reviewing their deal pipelines and investment strategies to assess whether upcoming transactions could be impacted.
For more information, please contact John Gaffney or your usual contact in Beauchamps LLP.
