Merger Control Competition Law


Clearance of mergers in Aegean/Olympic II For the first time in merger control in the EU, Aegean Airlines achieved significant success before the European Commission, which approved the proposed acquisition of its competitor Olympic Air by the Greek airline. This was the second time after Olympic/Aegean I that the two companies had attempted to merge when the Commission prohibited the transaction. Similarly, Article 4(4) allows the parties themselves to request referral to a national competition authority before informing the European Commission. This request must be made by submitting a completed “Form RS”. It is up to the European Commission to accede to or reject such a request (provided that the Member State concerned agrees to refer the concentration back to the Commission). Merger control regimes are introduced to prevent the anti-competitive effects of mergers (also known as mergers and acquisitions). As a result, most merger control regimes generally provide for one of the following substantive criteria: Coordinated effects exist when, under certain market conditions (e.g. market transparency, product homogeneity, etc.), the merger increases the likelihood that the merging undertakings and their competitors will be able to coordinate their behaviour in an anti-competitive manner after the merger, for example, by raising prices. [6] As with unilateral effects, the most common form of coordinated effects is horizontal mergers, i.e.

mergers between firms operating in the same market. Innovative strategy and quick resolution for Zimmer Holdings Zimmer Holdings, a global leader in musculoskeletal health solutions, in securing merger approvals for the $13.35 billion acquisition of Biomet, Inc. This complex Phase II file was closed two months before the official deadline. In mandatory prior notification systems, parties can generally notify the authority at any time prior to the merger, but filing notifications can be time-consuming and, in some cases, a major obstacle. Normally, regulations determine the content of notifications. In particular, for systems subject to strict deadlines, the idea behind these initial requirements is to provide the Authority with basic and valuable information during the initial phase of merger investigations (e.g. description of the transaction, details of the parties, balance sheets and financial data, supporting documents, information on market definitions and affected markets). Competition authorities generally provide additional guidance and encourage early informal contacts between parties and officials or formal prior notification procedures to resolve problems related to the notification procedure. Vertical effects can cause competitive harm in the form of foreclosure.

A concentration leads to foreclosure if the access of current or potential competitors to supplies or markets is impeded or eliminated as a result of the concentration, thereby reducing the competitiveness and/or incentive to competition of those undertakings. [12] See Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (“the Merger Regulation”) and Regulation (EC) No 2004. Commission Regulation (EC) No 802/2004 of 21 April 2004 laying down detailed rules for the application of Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings OJ L 133, 30.4.2004, pp. 1-39) (the “Implementing Regulation”). The largest petrochemical merger in the world`s history Saudi Aramco, the world`s largest oil producer, as part of the successful acquisition of SABIC for $70 billion. White & Case has received full merger approval for the transaction in 25 jurisdictions, including the EU, China, India and Brazil. Article 4(5) contains a parallel provision which allows the parties themselves to request the European Commission to take up a concentration that does not comply with the thresholds of the EU Merger Regulation. Such a request may only be made if the transaction is notified under national law in at least three Member States. Again, a request is made using the RS form. If one or more national competition authorities responsible for the merger object to the proposed reference to the European Commission, the merger will be assessed at national level.

In practice, most merger control regimes are based on very similar principles. Simply put, the creation of a dominant position would normally result in a significant reduction or obstacle to effective competition. The first panel of the first OECD Open Day in 2019 opened the wider competitive community to the conversation on vertical restraints in e-commerce. Watch a video of the session with panelists Pinar Akman, Paolo Buccirossi and Gunnar Kallfass here. White & Case focuses on rapid approval for global and creative mergers. In addition to our market position as a one-stop shop for global transactions, we also employ a number of experienced lawyers around the world to handle merger challenges and related litigation. “The team is also adept at managing complex and high-value deals in various sectors such as energy, technology and infrastructure, defending controversial mergers against FTC and DOJ reviews, and has a strong experience in PSPC transactions as well as a growing portfolio of large global technology clients.” The Legal 500 US 2022 Almost all competition law systems provide merger control to prevent companies from merging in order to eliminate competition between them. Blog #2 “How tech rolls”: Potential competition and killer acquisitions “reversed” Major merger of the pigment industry DIC Corporation, a Japanese fine chemicals company, and its US subsidiary Sun Chemical to acquire BASF`s global pigments business for €1.15 billion. The case presented complex market definition issues in the pigment industry, as there have been no precedents in the last decade and ever-evolving technological developments in color matching software have taken place. White & Case`s Global Antitrust Merger StatPak (WAMS) is a resource that provides information on the activities of competition authorities around the world to file merger control requests.

The WAMS survey currently includes filing data from 84 of the world`s most active merger review jurisdictions. Where a minority shareholding confers decisive influence, the acquisition of such a holding may lead to the creation of joint control in which two or more undertakings may jointly exercise decisive influence and thus share control. The merger control procedure under EU law is laid down in the Merger Regulation (which has been amended once) and the Implementing Regulation. The Merger Regulation gives the Commission exclusive competence to examine concentrations with a Community dimension. Mergers meeting the turnover thresholds of the Merger Regulation must be notified to the Commission within one week of the conclusion of the agreement, the announcement of the takeover bid or the acquisition of a controlling interest. Such concentrations may not be implemented before a Commission clearance decision. Failure to comply with these obligations may result in fines imposed by the Commission.