Irish company law and football’s ownership rules
Lawyers at Bird & Bird say that global regulators are increasingly unwilling to accept businesses’ ownership structures at face value and are more focused on “the practical realities of power”.
An analysis on the firm’s website draws a comparison between Ireland beneficial-ownership legislation and the rules on multi-club ownership (MCO) overseen by football’s governing bodies UEFA and FIFA.
Bird & Bird’s corporate team says that, although the two sets of rules operate in entirely different spheres, both regimes are converging around the same regulatory instinct, adding that formal structures may matter less than the practical reality of influence.
‘Control by other means’
Under Ireland’s Register of Beneficial Ownership (RBO) regulations, companies must identify the natural persons who ultimately own or control them.
Bird & Bird notes that, while a 25% shareholding threshold forms the default trigger, if nobody meets that threshold – or if someone exerts influence without having such an interest – the law mandates that anyone exercising “control by other means” must be identified.
The firm describes this as “a deliberately broad concept”, capturing control that flows from:
- Shareholder agreements or veto rights,
- Board-appointment powers,
- Financing arrangements creating dependency,
- Contractual rights conferring strategic influence, and
- Any other mechanism that allows a person to direct the company’s affairs.
“In short, Irish law is concerned with substantive, not cosmetic, control,” Bird & Bird states.
Strategic influence
The firm describes football’s approach as “similar in spirit but far more expansive in practice”, with UEFA and FIFA continuing to tighten their stance on MCO, reinforced by several high-profile rulings excluding clubs from competitions where ownership or influence was found to overlap.
It notes Drogheda United’s exclusion from this season’s UEFA Conference League, as it shared the same owner with Danish club Silkeborg, which also qualified.
Unlike the RBO regime, Bird & Bird points out, football does not begin with a numerical test, adding that a minority investor can trigger a prohibition if they wield strategic influence.
“What matters is whether a person or entity can direct, materially influence, or co-ordinate decisions across more than one club, particularly when those clubs might participate in the same competition,” it says.
The lawyers state that recent regulatory decisions underscore what football authorities now examine:
- Actual decision-making, rather than legal form,
- Financial links and dependency – including loans and shared funding sources,
- Shared executives or overlapping operational staff,
- Common scouting, recruitment, or data infrastructure, and
- Any form of co-ordinated strategy that compromises independence.
“In several cases this year, FIFA and UEFA have emphasised that administrative separation is not enough. Even where clubs attempted to restructure ownership or firewall management, regulators focused on whether influence in practice, not merely on paper, had been neutralised,” Bird & Bird notes.
Frameworks ‘strikingly similar’
The firm argues that, while the underlying objectives of the Irish and football regimes differ, they apply “strikingly similar” analytical frameworks.
“They reject formalism, focus on substance, and treat influence as control where it matters most,” its lawyers say, adding that both also recognise that modern investment structures create opportunities for influence to be dispersed, disguised, or routed indirectly.
“Regulators are increasingly unwilling to accept ownership structures at face value and are more focused on the practical realities of power, i.e. who finances, who appoints, who directs, who decides,” Bird & Bird states.
“Both fields ultimately reflect the same modern regulatory principle: control is not what the documents say, control is what happens in real life in the day-to-day running of an entity,” its lawyers conclude.