The Belgian Competition Council rules on the extent of veto rights necessary and sufficient for a minority shareholder to exert joint control over a JV within the meaning of merger control (Belgacom - Vodafone Belgium - Belgacom Mobile)

In its Belgacom - Vodafone Belgium - Belgacom Mobile merger decision, the Belgian Competition Council cleared in phase I the increase of Belgacom's stake in Belgacom Mobile from 75% to 100%, through the acquisition of Vodafone Belgium's 25% stake. The decision is interesting for two reasons. It clarifies the extent of veto rights which a minority shareholder must have in order to exert joint control over an undertaking. It also provides some guidance on the threshold to establish “serious doubts” for the purposes of opening a phase II investigation. This comment looks primarily at the question of minority shareholder veto rights, but also briefly discusses the substantive analysis and in particular the threshold to establish “serious doubts”. I. Minority shareholder rights and joint

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Thomas Chellingsworth, The Belgian Competition Council rules on the extent of veto rights necessary and sufficient for a minority shareholder to exert joint control over a JV within the meaning of merger control (Belgacom - Vodafone Belgium - Belgacom Mobile), 30 October 2006, e-Competitions Bulletin October 2006, Art. N° 21320

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