EU and national merger control
- Merger clearances
Companies negotiating an acquisition need to know as early as possible whether merger clearance is required, and if so, where: in Brussels under the European Commission's merger regime, or in one or more national jurisdictions?
From the earliest stage of a proposal, we advise on structuring the deal, identifying the competition issues and obtaining clearance as quickly and painlessly as possible. We also guide businesses through the complexities created by the increasing tendency of EU and national authorities to refer cases to each other.
Some examples of recent experience include:
- advising the divestment trustee appointed by the European Commission in the Air Liquide / Messer merger
- advising on one of the first Article 4(5) referrals to the Commission under the new ECMR
- advising a Japanese company on EC merger control and obtaining national merger clearances in 22 jurisdictions worldwide
- advising a large German bank on merger control issues in a debt-to-equity swap
- obtaining UK merger clearance for an acquisition by a leading producer of IT security software.
- Third-party representations
In addition to obtaining merger clearance for our clients, we also help them to draw to the attention of the competition authorities any potentially anti-competitive effects of their competitors' proposals. Examples include:
- advising a complainant on a proposed major airline merger, including commenting on proposed remedies offered by the parties; as a result of the opposition faced at this early stage, the proposed merger was abandoned
- advising a US-based multinational on its detailed submissions to the European Commission concerning the anti-competitive effects of a large merger in the communications sector involving an incumbent EU communications operator
- making representations to the European Commission in the context of a large merger in the media sector, which resulted in the offer of remedies by the merging parties
- making representations to the European Commission, the Office of Fair Trading (UK) and the Competition Commission in relation to a major transaction, as a result of which it was allowed to proceed only on the basis of significant divestments.
- Strategic alliances
Some joint ventures require merger clearance; others are assessed under general competition powers. We regularly advise in this complex area and structure joint ventures and strategic alliances so as to achieve the desired result. Examples include:
- advising a leading biotechnology company on the clearances required for its strategic alliance; subsequently structuring the dissolution of the alliance to take maximum advantage of the competition rules
- advising extensively on the establishment of various B-2-B and B-2-C exchanges
- advising on the establishment of a real-time sports-news service
- advising on the competition and regulatory aspects of a B-2-B exchange in a sector involving complex competition issues.