EU merger control

Notifiable concentration

If a transaction falls within the scope of the EU Mergers Regulation (EUMR), it will need to be notified to the European Commission and be cleared before the transaction can be completed. The Commission will investigate the transaction—if it has competition concerns, it can prohibit the transaction or accept remedies from the parties that address those concerns.

A transaction will fall within the EUMR and require notification to the European Commission if:

1. •

   it is a ‘concentration’

2. •

   the transaction is permanent, and

3. •

   it meets the financial thresholds set out in the EUMR

The EUMR defines a ‘concentration’ as follows:

1. •

   where two independent businesses merge

2. •

   the acquisition of control by one (or more) business over another, either

   1. ◦

      one business gaining ‘sole control’ over the target business

   2. ◦

      two or more businesses gaining ‘joint control’ over the target business

3. •

   where there is a change of control in the acquired business, or

4. •

   where a full-function joint venture is formed (see Practice Note: EU merger rules—joint ventures)

For further information on ‘concentration’ and the financial thresholds, see Practice Notes: A