What really is control? Irish Company Law v. Football’s Multi-Club Ownership Regulations

The question of who truly controls an entity is no longer confined to corporate law. It now sits at the centre of debate in international sport, particularly with the rise of multi-club ownership (MCO) across global football.  

Although Irish beneficial-ownership legislation and FIFA/UEFA’s MCO rules operate in entirely different spheres, both regimes are converging around the same regulatory instinct and that formal structures may matter less than the practical reality of influence. Therefore, companies should pay the same attention to who has influence over their decision-making as football clubs do. 

RBO for Irish Companies

Ireland’s Register of Beneficial Ownership (RBO) regulations are on foot of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019.

Under Ireland’s RBO regime, companies must identify the natural persons who ultimately own or control them. The familiar 25% shareholding threshold forms the default trigger, but the legislation does not allow companies to stop there. 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.

This is a deliberately broad concept. It captures control flowing from:

• shareholder agreements or veto rights;
• board appointment powers;
• financing arrangements creating dependency;
• contractual rights conferring strategic influence; and/or
• any other mechanism that allows a person to direct the company’s affairs.

In short, Irish law is concerned with substantive, not cosmetic, control. Its purpose is transparency, to ensure that the state, counterparties, and the public can see who stands behind a corporate vehicle. Ultimately, under Irish law, if no one holds 25% or more, they will look at who still exercises significant control or influence over the entity.

Breaching Ireland’s UBO regulations is a criminal offence, with penalties including fines of up to €500,000 and, for serious breaches such as providing false information, imprisonment of up to 12 months. Companies and individuals can be prosecuted for failing to maintain accurate beneficial ownership records or comply with information requests, and ongoing non-compliance can lead to further daily offences.

MCO Regulations

Football’s approach is similar in spirit but far more expansive in practice. In 2025, both UEFA and FIFA have continued to tighten their stance on MCO, reinforced by several high-profile rulings excluding clubs from competitions where ownership or influence was found to overlap.

MCO structures are becoming increasingly more common in football. Some MCO groups have even begun to cross various sports, with Red Bull owning RB Leipzig (Germany), Red Bull Salzburg (Austria) and New York Red Bulls football clubs, but recently they have bought Newcastle rugby club and rebranded them to Newcastle Red Bull.  

But what makes MCO popular: the ability to centralise key operations such as scouting, data analytics, and commercial departments, leading to economies of scale and operational efficiency. As well as groupwide sponsorship and commercial opportunities, clubs are being viewed increasingly as assets also, allowing investors to mitigate risk in an MCO model. 

Unlike the RBO regime, football does not begin with a numerical test. A single percentage point of ownership may be irrelevant; conversely, 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 coordinate decisions across more than one club, particularly when those clubs might participate in the same competition.

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
• and any form of coordinated 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.

In 2025, Drogheda United FC fell foul of UEFA’s Article 5 of the Regulations (the MCO Rules), which prohibit two clubs under common “control or influence” from taking part in the same club competition ran by UEFA. Drogheda United FC and Danish Superliga club Silkeborg IF, both seem to share the Trivela Group (a US based investment entity) as an owner. 

The Court of Arbitration for Sport (CAS) decided that the owner of the two clubs had significant control and/or influence over both, resulting in Drogheda’s removal from the Conference League 2025/26 due to finishing lower domestically than the Danish club in their respective domestic competitions. 

Different Purposes, Same Underlying Logic

The underlying objectives of the two regimes differ. Irish RBO rules aim to prevent money laundering, increase transparency, and strengthen corporate accountability. Football’s regulations are designed to protect competitive integrity and preserve the unpredictability of sporting contests.

Yet both systems apply strikingly similar analytical frameworks. They reject formalism, focus on substance, and treat influence as control where it matters most. Both regimes also recognise that modern investment structures, whether private equity arrangements, shareholder agreements, or multi-jurisdictional sports group holdings create opportunities for influence to be dispersed, disguised or routed indirectly.

The key distinction is that Irish law operates within a statutory, relatively stable framework, whereas football regulation is dynamic and increasingly interventionist. UEFA and FIFA can amend their rules from season to season, and recent decisions show a clear willingness to adopt an increasingly robust approach to compliance with MCO rules. The consequences are also different; corporate non-compliance leads to administrative penalties, whereas in football it can have a significant impact on a club's season.

A Converging Regulatory Future

Despite their differences, the trajectory of both systems points in the same direction. 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.

As global investment in football becomes more sophisticated, and as governance frameworks continue to evolve, advisers will have to navigate both worlds at once. Understanding the Irish concept of beneficial ownership helps illuminate how regulators think about influence. Understanding football’s MCO rules shows how far a substance-based approach can be pushed.

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. 

To discuss your RBO obligations or review your company’s control structure, get in touch with the team at Bird & Bird.