Mergers judicial review

Mergers

Judicial review of merger decisions: An overview of EU and national case law
Freshfields Bruckhaus Deringer (Brussels)
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Freshfields Bruckhaus Deringer (Brussels)
A survey of merger litigation in Europe, 25 years after the entry into force of the first EU merger regulation and the subsequent merger control proliferation across the Member States certainly deserves a special issue of e-Concurrence. Indeed, a high-level review of merger cases brought (...)

The US Supreme Court immunizes from antitrust liability pricing-fixing agreements of a legitimate joint venture (Texaco/Dagher)
University of Central Florida - Department of Legal Studies
Something Radical is Afoot: Texaco, Inc. v. Dagher and the Revolutionary Treatment of Price Fixing in the Joint Venture Context* This article analyzes a 2006 decision by the U.S. Supreme Court in Texaco, Inc. v. Dagher, which immunized joint venturers from antitrust liability for fixing the (...)

The Australian Competition Tribunal grants authorisation to complete acquisition under the proposed conditions on the market for electricity wholesale and retail markets in NSW (AGL / Macquarie Generation)
Australian Competition and Consumer Commission
ACCC disappointed by Tribunal decision authorising AGL to acquire Macquarie Generation* The Australian Competition Tribunal (the Tribunal) has decided to grant conditional authorisation to AGL Energy Limited’s (AGL) proposed acquisition of Macquarie Generation. The Tribunal concluded that the (...)

The German Federal Court of Justice clarifies requirements for state liability in illegal prohibition of a merger by the Federal Competition Authority (GN Store Nord II)
Jones Day (Brussels)
The case before the Oberlandesgericht, (Higher District Court of Düsseldorf (OLG Düsseldorf)) related to a damages claim brought by Phonak against the Federal Republic of Germany based on the German rules of state liability (Section 839(1)(1) of the German Civil Code (BGB) in conjunction with (...)

The Australian Competition Tribunal receives an application for authorisation to acquire the assets of a power station following the opposition decision issued by the ACCC (AGL / Macquarie Energy)
Australian Competition and Consumer Commission
AGL to seek Australian Competition Tribunal decision on Macquarie Generation* The Australian Competition and Consumer Commission acknowledges AGL’s application to the Australian Competition Tribunal which was filed today seeking an authorisation that an acquisition of Macquarie Generation be (...)

The UK Competition Appeal Tribunal dismisses an appeal against divestiture order under UK Enterprise Act 2002 (Ryanair)
Herbert Smith Freehills (London)
Ryanair Holdings Plc (“Ryanair”) and Aer Lingus Group plc (“Aer Lingus”) are Irish low-cost airline competitors that share more than 40 routes from and to Ireland. On 7 March 2014 in case 1219/4/8/13 Ryanair Holdings PLC v Competition Commission [2014] CAT 3, the Competition Appeal Tribunal ("CAT" (...)

The South African Minister of Economic Development intervenes in favour of allowing the implementation of an acquisition in the agricultural sector (AFGRI / AgriGroupe)
Primerio
Worrying trends in South African merger control – Government’s abuse of process continues unabated* Secret deals sideline competition authorities In what can only be described as a significant step backwards in ensuring that the more established of the emerging economies enforce the application (...)

A US District Court orders the largest care system in Idaho to divest independent multi-specialty physician practice (St. Luke’s Health System / Saltzer Medical)
Wolters Kluwer (Riverwoods)
Combination of Idaho’s Largest Health System and Largest Physician Practice Must Be Unwound* Within the span of about two weeks, each of the federal antitrust agencies has been handed a major win in their merger enforcement efforts. Last Friday, it was the Federal Trade Commission’s turn. The (...)

The South African Constitutional Court sets aside costs order related to decision by the Competition Appeal Court to overturn merger prohibition decision (Pioneer Hi-Bred International / Pannar Seeds)
RBB Economics (London)
How to (almost) gut an agency – the final twist in the maize seeds case?* On 18 December 2013, the Constitutional Court of South Africa (“Constitutional Court”) handed down its decision in an appeal by the Competition Commission (“Commission”) against an unprecedented costs order imposed by the (...)

The EU General Court confirms that the merged parties are not dominant in the internet visual communications market and rejects interoperability issues raised by appellants (Microsoft / Skype)
Stanford University - Stanford Law School
EU Court upholds the Commission’s decision on the Microsoft/Skype deal* On 11 December 2013 the EU’s General Court (the “Court”) handed down its ruling concerning Microsoft’s acquisition of Skype. The Court held that the Commission rightly considered that the transaction does not restrict (...)

The Competition Tribunal of South Africa approves a merger in the petrochemical and mining sector within four hours of receiving the Competition Commission’s recommendation (Stefanutti Stocks / Energotec)
Nortons Incorporated
South African Competition Tribunal approves merger in record time of 4 hours* The South African Competition Tribunal received notice of, heard and approved the acquisition by construction firm, Stefanutti Stocks (Pty) Ltd, of Energotec, which is a division of First Strut (Pty) Ltd, and (...)

The UK Competition Appeal Tribunal applies the single economic unit theory and finds that the CC has authority to prevent the concentration between two non-resident corporations on a segment of the metal packaging coatings market (AkzoNobel Holland / Metlac Italy)
Blackstone Chambers
The Competition Commission’s power to block transactions outside the UK* The judgment in Akzo Nobel NV v Competition Commission [2013] CAT 13 is an important decision on the ability of the Competition Commission (“CC”) to block transactions between companies outside of the UK. However, neither (...)

A US District Court starts hearings in a class action case where the plaintiffs argue that a previously concluded DoJ settlement failed to ameliorate the competitive harm occasioned by the removal of a direct competitor and price maverick (AB InBev / Grupo Modelo)
King & Wood Mallesons (Sydney)
This article was originally published on In Competition by King & Wood Mallesons (click here). Closing time* Given our previous posts on the topic you would be forgiven for thinking we have a particular interest in Corona sales. Rather, the AB InBev / Grupo Modelo merger has been (...)

The Finnish Market Court conditionally approves a merger in the plumbing and indoor climate systems sector and rejects the Competition Authority’s proposal to block the creation of a joint venture (Uponor / KWH)
Roschier (Helsinki)
On 24 May 2013 the Finnish Market Court handed down its first decision in a case utilising the recently enacted New Competition Act and the so-called SIEC (significant impediment of effective competition) test. The Market Court broke ground on many levels when it rejected the Competition and (...)

The Czech Supreme Administrative Court cancels the decision of the Regional Court which has refused a producer of lignite access to the file of a competitor in a merger control case (Litvínovská Uhelná)
Kinstellar (Prague)
Subject matter of the case On 3 August 2008, Litvínovská uhelná a.s. (“Litvínovská uhelná”), a producer of lignite and at that time a part of the Czech Coal Group (one of the major players in the Czech energy sector) filed a complaint to the Czech Office for Protection of Competition (the “Office”) (...)

The EU Court of Justice rejects electricity supplier’s request to suspend deadline to decide whether to sell off power plant project (EDF)
Van Bael & Bellis (Brussels)
On 7 March 2013, the European Court of Justice (“ECJ”) rejected the application for interim measures by Électricité de France (“EDF”), which had sought to postpone its obligation to decide whether to sell or invest in a particular power plant project, as required by previous merger commitments. (...)

The South African Competition Tribunal approves conditionally large merger on the market for infant-nutrition products (Nestlé / Pfizer)
Primerio
S.A. Clears 3-to-2 Infant Nutrition Merger with Remedies* The South African Competition Tribunal has green-lighted the almost $12bn (R106bn) Nestlé/Pfizer deal, which will combine the largest and 3rd-largest infant-nutrition companies in the South African republic, leaving competitor Aspen in (...)

A US Court grants a stay to the DoJ’s challenge giving time for further reflection whether or not an improved remedy package is prone to eliminate competition concerns on the market for beer distribution (Anheuser-Busch InBEV)
King & Wood Mallesons (Sydney)
This article was originally published on In Competition by King & Wood Mallesons (click here). Judge calls time out on beer merger* Since our most recent post on the proposed merger of AB InBev and Grupo Modelo earlier this month there have been several developments. As you’ll recall, AB (...)

The French Council of State reduces € 30 M fine imposed on pay-TV operators for failure to comply with commitments in merger case (Vivendi / Canal Plus)
Van Bael & Bellis (Brussels)
On 21 December 2012, the French Council of State (the highest administrative court in France) reduced a fine imposed on pay-TV operators Vivendi and Canal Plus for breaching commitments entered into in the context of the conditional clearance of their acquisition of TV channels TPS and (...)

The EU Court of Justice dismisses appeals against General Court judgments in merger case in the publishing industry (Lagardère / VUP)
Van Bael & Bellis (Brussels)
On 6 November 2012, the European Court of Justice dismissed two appeals by Editions Odile Jacob against judgments of the General Court in the Lagardère/VUP case. The acquisition by Lagardère of part of rival publishing company Vivendi Universal Publishing was approved by the Commission (...)

The EU Court of Justice restricts access to Commission file in merger cases (Éditions Odile Jacob / Lagardère / Natexis VUP and Agrofert / PKN Orlen / Unipetrol)
Van Bael & Bellis (Brussels)
On 28 June 2012, the European Court of Justice handed down two judgments on appeals by the European Commission in cases concerning the disclosure to third parties of documents relating to proceedings under the EU Merger Regulation. The first case concerns the Commission’s refusal to (...)

The UK Competition Appeal Tribunal rejects appeal against merger remedies in the healthcare waste services industry (Stericycle/Ecowaste Southwest)
St John’s Chambers
UPDATE: Stericycle/Ecowaste merger: Competition Appeal Tribunal rejects appeal against remedies* An earlier post considered the Competition Commission’s (“CC”) prohibition of Stericycle’s completed acquisition of a competitor, Ecowaste Southwest. Having found that the merger would have resulted in (...)

The US District Court for the District of Columbia grants DoJ request to enjoin a merger between two digital do-it-yourself tax preparation software providers (H&R Block / TaxAct)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Palo Alto)
This article has been nominated by the Business Steering Committee for the business category, mergers section of the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On October 31, 2011, the U.S. District Court for the District of Columbia is sued (...)

A US district court stops a merger between two digital do-it-yourself tax preparation software providers as the proposed combination would have likely led to a lessening of competition in the relevant market (H&R Block / TaxAct)
United Nations Development Programme (UNDP)
DOJ prevents H&R block acquisition as epic battle with AT&T looms* In what may be one of the more ironic uses of taxpayer-funded litigation, the DOJ scored an important victory by preventing tax-prep software company H&R Block’s acquisition of its competitor - TaxAct. U.S. District (...)

A US federal district court prohibits proposed combination of tax software makers as it violates S. 7 of the Clayton Act (H&R Block / TaxAct)
Wolters Kluwer (Riverwoods)
Proposed Combination of Tax Software Makers Violates Section 7 of the Clayton Act* The federal district court in Washington, D.C. yesterday released its Memorandum Opinion explaining its October 31 order enjoining H&R Block, Inc.’s proposed acquisition of 2SS Holdings, Inc.—the maker of (...)

The Brussels Court of Appeal confirms Competition Council’s decision amending condition imposed on cable network operator’s acquisition of pay-TV provider (Telenet / Canal+)
Van Bael & Bellis
In a judgment of 17 May 2011, the Brussels Court of Appeal confirmed the Belgian Competition Council’s decision of 29 November 2010 amending a condition that had been imposed in 2003 on cable network operator Telenet’s acquisition of pay-TV provider Canal+. The condition in question (...)

A US District Court denies FTC request for a preliminary injunction in medical laboratory merger case (LabCorp)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Palo Alto)
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Kirkland & Ellis (New York)
In a decision broadly critical of the Federal Trade Commission’s case challenging the acquisition of Westcliff Medical Laboratories, Inc., a medical laboratory company, by Laboratory Corporation of America (LabCorp), Judge Andrew Guilford of the U.S. District Court for the Central District of (...)

A US Court of Appeals rejects antitrust lawsuit that challenged premerger planning and information exchanges between two health insurers (Omnicare/UnitedHealth)
Jones Day (Washington)
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Jones Day (Houston)
This article has been selected for the business category, mergers section of the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Last week the U.S. Court of Appeals for the Seventh Circuit rejected an antitrust lawsuit by institutional pharmacy (...)

The US FTC and the State of Minnesota appeal the district court’s decision on relevant market issue in a pharmaceutical merger case (Lundbeck)
Cleveland-Marshall School of Law
Some Reflections on the Lundbeck Appeal: Will Pharmaceuticals Get a Blanket Antitrust Immunity? And Is Quality Competition No Longer Protected by Antitrust?* A decision to watch for this year is the Eighth Circuit’s pending consideration of FTC v. Lundbeck, Inc., 2010-2 Trade Cases ¶77,160; 2010 (...)

The US FTC sues to undo completed acquisition in the healthcare industry approved by bankruptcy court (LabCorp, Westcliff)
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Washington)
The Federal Trade Commission has filed an administrative lawsuit seeking to undo Laboratory Corporation of America’s (« LabCorp ») acquisition of Westcliff Medical Laboratories, Inc. (« Westcliff »). According to the agency’s December 1 complaint, the merger will substantially lessen competition (...)

A US district court rules against the FTC holding that it has failed to prove the relevant market in pharmaceutical merger case (Lundbeck)
Wolters Kluwer (Riverwoods)
FTC Loses Suit against Drug Maker over 2006 Acquisition* The Federal Trade Commission recently suffered a significant setback in its merger enforcement efforts when the federal district court in Minneapolis rejected an action brought by the agency along with the State of Minnesota against (...)

The UK Competition Appeal Tribunal accepts argument that Competition Commission finding on counterfactual was irrational (Stagecoach)
Herbert Smith Freehills (Brussels)
Introduction and background to the CAT judgment The merger of Stagecoach Group Plc (“Stagecoach”) and Preston Bus Limited (“PBL”) was referred to the UK Competition Commission (the “CC”) by the UK Office of Fair Trading on 28 May 2009. According to section 36 of the Enterprise Act 2002 (the “Act”), (...)

The German Federal Court of Justice finds a merger lawful, reversing the Court of Appeal’s prohibition ruling (Phonak/GN Store)
Allen & Overy (Hamburg)
The German Federal Court of Justice (the Bundesgerichtshof or “BGH”) in its decision dated April 20, 2010 held that the intended acquisition by Swiss Phonak Holding (today Sonova Holding AG, hereinafter referred to as “Phonak”) of GN ReSound-Group (“GN ReSound”) from the Danish firm GN Store Nord A/S (...)

A US District Court reaffirms importance of market definition in antitrust merger analysis (Golden Gate Pharmacy / Pfizer)
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On April 16, 2010, Judge Maxine M. Chesney of the U.S. District Court for the Northern District of California dismissed a complaint raising a private antitrust challenge to the merger of Pfizer, Inc. and Wyeth Pharmaceuticals, because she concluded that the complaint failed sufficiently to (...)

The UK Competition Appeal Tribunal orders the Competition Commission to reconsider its clearance of a merger on the basis of absence of vertical concerns (Live Nation / Ticketmaster)
Herbert Smith Freehills (Brussels)
Following a reference of the case to it from the OFT, on 22 December 2009, the UK Competition Commission ("CC") announced that it had decided to clear unconditionally the proposed merger of Ticketmaster Entertainment Inc. ("Ticketmaster"), a ticketing agent, and Live Nation Inc. ("Live (...)

The French Competition Authority clears, subject to conditions, a merger on the sector of distribution of DIY, decoration and gardening items (Mr Bricolage / Passerelle)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. Subject to several conditions, the Autorité de la concurrence authorizes the acquisition of the Passerelle group by Mr Bricolage.* The Autorité de la concurrence has examined the acquisition of the Passerelle (...)

The French Council of State confirms the clearance of a merger in the audit and accounting services sector and clarifies the legal test for collective dominance (Deloitte / JMF)
Dechert (Paris)
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Herbert Smith Freehills (Paris)
Background This case arose out of the clearance granted by the French Minister of the Economy ("Minister") for the acquisition by Deloitte of Janny Marque Futur ("JMF"), the holding company of BDO Marque et Gendrot ("BDO"). Through this transaction, Deloitte, one of the "Big Four", acquired (...)

The Italian Supreme Administrative Court interprets the EC Merger Regulation and denies national jurisdiction over a merger seven years after its clearance (Mediobanca)
European Court of Justice (Luxembourg)
Introduction By a judgment of 16 July 2009, the Consiglio di Stato(Italian Supreme Administrative Court, the “Court”) has set aside a judgment of the Regional Administrative Tribunal of Latium (the “TAR Latium”) that recognized jurisdiction of the Italian Competition Authority (the “ICA”) to (...)

The Belgian Competition Council refers the case back to the Competition Council’s Prosecutor for further investigation to assess implementation of remedies imposed following a merger in the cinema and theatre market in Belgium (Kinepolis)
Monard Law
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Philippe & Partners (Brussels)
1. The parties UGC Belgium Plc. (“UGC”) is a cinema operator that owns three sites in Belgium. Kinepolis Group Plc. (“Kinepolis”) is the leading Belgian cinema operator with eleven cinema complexes all over the country. In 2008 it held a market share of 43.83 %. Kinepolis was created in 1997 (...)

The Irish High Court overturns an NCA merger decision, finding the determination vitiated by material error in two respects, with particular focus on the significance of countervailing buyer power (Rye Investments)
Arthur Cox (Dublin)
On 19th March, 2009, the Irish High Court annulled the decision of the Irish Competition Authority (“ICA”) to block Kerry Group’s proposed acquisition of one its major competitors, Breeo Foods. Kerry’s acquisition of Breeo was notified to the ICA in March 2008. The proposal affected a number of (...)

The Irish High Court annuls the determination of the Competition Authority to block a merger in a landmark ruling (Kerry / Breeo)
London School of Economics
Notified acquisition Pursuant to sections 16 and 18 of the Competition Act 2002, which set out the duty to notify mergers or acquisitions which exceed stipulated thresholds to the Competition Authority (NCA), Kerry Group (Kerry) notified its intention to acquire Breeo Foods (Breeo) to the NCA (...)

The Turkish Council of State orders stay of execution of Competition Board’s remedies inherent to its conditional clearance decision in daily political newspapers market (Vatan Newspaper/ Dogan Group)
Hewlett Packard (Istanbul)
Background On 10 March 2008, the Turkish Competition Board has conditionally cleared the acquisition of Vatan Newspaper (Vatan) by Doðan Gazetecilik A.Þ. (Doðan Group) - the biggest media holding both in terms of audience and advertisement revenues- , by accepting the “failing company defense”. (...)

A US District Court grants FTC request for preliminary injunction to block a 3-2 transaction in the market for electronic systems used to estimate the cost of collision repairs (CCC Holdings / Aurora Equity Partners)
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
On March 18, 2009, Judge Collyer of the United States District Court for the District of Columbia released the public version of a significant opinion supporting her order granting the FTC a preliminary injunction in connection with the proposed $1.4 billion merger of CCC Information Systems (...)

The Macedonian Administrative Court confirms a merger prohibition decision in the market for retail distribution of pharmaceutical products (Zegin)
University of Technology (Tallinn)
On 1 June 2006 Zegin, leading distributor of the pharmaceuticals on the territory of Skopje municipality agreed with two other retail distributors of medicines - Alkaloid and Pharma Corp. to acquire joint control over City Pharmacy in Skopje , which owned a network of pharmacies in the (...)

The Austrian Supreme Court rules that the sale of shares to the remaining jointly controlling shareholders constitutes a concentration (RAG - Shell)
Reidlinger Schatzmann Rechtsanwälte
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Bpv Hügel (Vienna)
1. Facts and decision at first instance This case involves a change in the shareholder structure of RAG, Austria’s second largest oil and gas company. Before the concentration, the shares in RAG were held by two holding companies. One holding company, which held 75% in RAG’s shares, was jointly (...)

The Austrian Supreme Court confirms the phase II clearance of a cooperation agreement between two operators forming a joint venture in the market for free weekly newspapers despite the veto of the Federal Competition Authority (Styria Medien and Moser Holding)
Reidlinger Schatzmann Rechtsanwälte
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Freshfields Bruckhaus Deringer
1. Facts On 17 March 2008 Styria Medien AG, Graz, Austria (SAG) and Moser Holding AG, Innsbruck, Austria (MOHO) notified the Federal Competition Authority (FCA) of their intention to create a 50/50 joint venture in the market for free weekly newspapers. The proposed media merger constitutes a (...)

The German Federal Court confirms that a change of control must occur on a lasting basis in order to be qualified as a “concentration” but leaves open the question which actions can constitute “gun-jumping” infringements (G+J/RBA)
Freshfields Bruckhaus Deringer (Berlin)
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Freshfields Bruckhaus Deringer
With its judgment of 11 November 2008, the German Federal Court of Justice (Bundesgerichtshof) (Federal Court) has opened a new chapter in the never ending judicial saga relating to the German edition of the scientific magazine National Geographic, which has already found itself at the centre (...)

The Stockholm District Court dismisses action brought by the Swedish Competition Authority to block a merger (Copiax - Assa Abloy)
Roschier (Stockholm)
On 19 September 2008, the Stockholm District Court (“District Court”) dismissed an action brought by the Swedish Competition Authority (“SCA”) to block the acquisition of Copiax AB (“Copiax”) by Assa Abloy AB (“Assa Abloy”) (together the “Parties”) on the grounds that the action was brought too late. (...)

A US Court of Appeals reverses ruling against preliminary injunction in the organic food sector lowering bar for the FTC to challenge a merger (Whole Foods / Wild Oats)
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On July 29, 2008, the U.S. Court of Appeals for the D.C. Circuit reversed the denial of a preliminary injunction sought by the FTC against a merger of Whole Foods Market, Inc. and Wild Oats Markets, Inc., in a ruling that significantly lowers the bar for the FTC to obtain preliminary (...)

The EU Court of Justice annuls the Court of First Instance’s judgment relating to a joint venture in the music publishing sector (Sony / BMG)
European Commission - DG COMP (Brussels)
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European Commission - DG FISMA
"The Joint Venture SonyBMG: final ruling by the European Court of Justice"* By judgment of 10 July 2008 in Case C-413/06 P, Bertelsmann and Sony Corporation of America v Impala (the “Judgment”), the Court of Justice (the “Court”) annulled the ruling by the Court of First Instance (the “CFI”). The (...)

The Finnish Market Court overrules the NCA’s conditional merger clearance in the electricity sector after completion of the transaction subject to conditions (Fortum Power-Heat/E.ON Finland Oy)
Roschier (Helsinki)
In June 2006, the FCA cleared Fortum Power and Heat Oy’s (“Fortum”) acquisition of E.ON Finland Oy (“E.ON”) subject to certain structural and behavioral conditions. The requirement of conditions by the FCA was materially based on the view of the FCA that the market for the production and wholesale (...)

The European Court of Justice rules on the application of Article 21 of the Merger Regulation (E.ON, Endesa)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"Application of Article 21 of the Merger Regulation in the E.ON/Endesa case"* On 21 February 2006, the German company E.ON publicly announced its intention to launch a bid for the entire share capital of the Spanish energy company Endesa. This bid was competing with a hostile bid made by Gas (...)

The European Court of Justice upholds the European Commission decision in the Dutch building materials case (CVK)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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E.CA Economics (Brussels)
"ECJ upholds Commission decision in Dutch building materials case CVK"* On 18 December 2007, the European Court of Justice (ECJ) dismissed an appeal lodged by the Dutch firm Cementbouw against the Court of First Instance’s (CFI) judgment of 23 February 2006 in Case T-282/02 Cementbouw v (...)

The UK Competition Appeal Tribunal reviews merger remedies imposed by the OFT in a merger on the funeral services market (CGL/Fairways)
Brown Brothers Harriman (BBH) (Luxembourg)
A merger in funeral services was examined by the OFT On 24 March 2006, Co-Operative Group (CWS) Limited (hereafter “CGL”) purchased and acquired the control of the undertaking Fairways Group UK Limited (“Fairways”). CGL provides funeral services through its subsidiary Funeralcare business. More (...)

The EU Court of First Instance confirms the Commission’s decision to clear acquisition in the market for resins used for ink production (Apollo / Akzo Nobel IAR)
European Commission - DG COMP (Brussels)
"The Court of First Instance confirms clearance of the Apollo / Akzo Nobel IAR merger"* On 29 May 2006 the European Commission approved the acquisition by Hexion Specialty Chemicals (“Hexion”, USA), owned by the investment fund Apollo, of Akzo Nobel’s Inks and Adhesive Resins business (“IAR”, the (...)

The French Administrative Supreme Court upholds a merger in the audiovisual sector conditional to remedies (Métropole Télévision)
Brown Brothers Harriman (BBH) (Luxembourg)
The operation By a Court decision dated 27 June 2007, the French Administrative Supreme Court upheld a decision taken by the French Minister of Economy, Finance, and Employment on 27 October 2004 granting TV channels TF1 and AB with an authorisation to acquire Télé Monte-Carlo in a Phase I (...)

A Dutch Court upholds the decision of the Dutch Competition Authority and confirms the remedies proposed by the telecommunciation incumbent in the transmission of wireless radio signals sector in order to remedy vertical effects (KPN - Broadcast - Vodafone - UPC - Orange/NMa)
Philips (Amsterdam)
On 11 June 2007 the Dutch Court upheld the decision of the Dutch Competition Authority (NMa) in relation to KPN’s acquisition of the network transmission service company Nozema. The Court concluded that the NMa’s decision not to initiate a Phase 2 investigation was well founded. In December 2005 (...)

A German regional Court upholds the NCA’s decision blocking an energy merger (E.ON / Stadtwerke Eschwege)
Freshfields Bruckhaus Deringer (Berlin)
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Freshfields Bruckhaus Deringer
A recent blocking decision against a merger between RWE and SaarFerngas (See Dr. Frank Röhling, Bertrand Guerin, The German Federal Cartel Office prohibits further merger of a dominant player in the electricity and gas sector (RWE/SaarFerngas), e-Competitions, July 2007-I, a Court decision (...)

The Dutch District Court of Rotterdam confirms that the NCA may rely upon a previous EC merger decision for the purposes of market definition, unless there is a reason for deviation (Nederlandse Vakbond Varkenshouders a. o.)
The AES Corporation
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De Brauw Blackstone Westbroeck (Amsterdam)
District Court of Rotterdam (Rechtbank Rotterdam), 19 April 2007, Nederlandse Vakbond Varkenshouders & Nederlandse Bond van Handelaren in Vee / NMa, Case MEDED 06/1220 VRLK, LJN BA3538 In December 2005 Dumeco notified its intension to the Dutch Competition Authority (hereafter referred to (...)

The Swiss Federal Court confirms the quashing of two merger clearance Competition Commission’s decisions by applying a strict substantive test for merger control (Swissgrid, Berner Zeitung)
Këllezi Legal (Geneva)
The Swiss Federal Court has dismissed two Competition Commission’s appeals relating to merger control (decision of February 13, 2007 (Swissgrid), and of February 22, 2007 (Berner Zeitung). The Swiss Federal Court rulings build a strict standard for merger control in Switzerland by stating the (...)

The French Supreme Administrative Court annuls a merger authorisation in the press sector (Société France Antilles)
Fréget - Tasso de Panafieu Avocats (Paris)
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International Chamber of Commerce (ICC)
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Lagardère
French Administrative Supreme Court (Conseil d’État), 31 January 2007, Société France Antilles, n° 294896 Introduction On 31 January 2007 the French Supreme Administrative Court (Conseil d’État) handed down a judgement annulling a merger authorisation in the press sector. This decision is worthy of (...)

A German Court limits the Bundeskartellamt’s jurisdiction in merger cases on the basis of the de minimis doctrine (du Pont de Nemours / Pedex)
McDermott Will & Emery (Düsseldorf)
Background German merger control law provides that transactions where the participating undertakings meet certain thresholds must be notified to the Federal Cartel Office (“FCO”). However, the law also provides for a de-minimis provision according to which a notification is not required if the (...)

The Dutch Trade and Industry Appeals Tribunal confirms the annulation of the Dutch Competition Authority’s merger decision having imposed electricity auction as remedy on the wholesale electricity market (Nuon/Reliant)
Covington & Burling (Brussels)
Introduction In its judgment of 28 November 2006 the Trade and Industry Appeals Tribunal (“Tribunal”) dismissed the appeal lodged by the Dutch Competition Authority (“NMa”) in the Nuon/Reliant merger case. The case started in 2003 following the imposition of structural remedies with a phase II (...)

The Finnish Supreme Administrative Court rules that conditions on merger clearance must be implemented notwithstanding an appeal (Fortum Power and Heat/E.ON Finland)
Roschier (Helsinki)
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Roschier (Helsinki)
The Finnish Market Court is awaited to hand down its decision regarding the appeal lodged by Fortum Power and Heat Oy (hereinafter “Fortum”), a subsidiary of Fortum Oyj, against the conditions imposed by the Finnish Competition Authority (hereinafter the “FCA”) on the clearance of the acquisition (...)

The Swiss Commission of Appeals for Competition Matters upholds an appeal to a decision of the NCA prohibiting the acquisition of common control of a free daily newspaper but made it subject to a remedy (Berner Zeitung/Tamedia)
Mazars (Brussels)
The operation Espace Media Group SA (EMG) through Berner Zeitung AG and Tamedia AG were planning to acquire through a joint undertaking stakes in the free daily newspaper ‘20 Minuten’. EMG is active in newspaper publishing, the electronic media sector, local radios and internet platforms. (...)

The Swiss Competition Appeals Commission annuls the Competition Authority’s decision having cleared a joint venture between 7 electricity companies conditionaly to free and non-discriminatory access to the network and prohibition of joint selling or producing (Swissgrid)
NERA (Berlin)
The operation On 7 March 2005, the Swiss Competition Commission (WEKO) cleared a joint venture between seven electricity companies for the transmission of electricity (Swissgrid AG). The seven companies are Aare-Tessin AG, BKW FMB Energie AG, Centralschweizerische Kraftwerke, (...)

The Spanish Competition Authority clears with divestments a merger in the radio sector but the Council of Ministries reduced the extent of the remedies (Unión Radio/Antena 3 Radio)
PwC (Madrid)
The operation The proposed merger was the acquisition of Antena 3 Radio by Unión Radio. Antena 3 Radio was a company operating 93 radio stations in Spain. The main shareholders of Antena 3 Radio were Inversiones Godó (64.6%) and Paltrieva (24.8%). Unión Radio was a company that managed radio (...)

The EU Court of First Instance denies application for annulment of Commission decision on merger prohibition, though it finds that the assessment of the conglomerate effects resulting from the concentration was erroneous (Honeywell International / GE)
Sheppard Mullin (Los Angeles)
General Electric/Honeywell merger prohibition upheld by European Court of First Instance – “Conglomerate effects” analysis represents “manifest errors of assessment”* On December 14, 2005, the European Court of First Instance (“CFI”) denied the application of General Electric Company (“GE”) and (...)

The Dutch Competition Authority clears a merger in the sector of insurance subject to a remedy to refrain from regional differentiation, but the Rotterdam Court overturns the decision for lack of sectoral competence (CZ - OZ)
Netherlands Authority for Consumers & Markets (The Hague)
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Eversheds Sutherland (Amsterdam)
The operation CZ and OZ provide for privately funded and supplementary insurance, as well as insurance, which is paid for by the national health insurance fund (para. 8-11). The market(s) The NMa assessed the effects of the merger in relation to the markets of (i) private insurance and (...)

The Administrative Tribunal of Lazio confirms the Italian Competition Authority’s decision to clear a merger in the sector of electricity with structural and behavioural remedies (Trasmissione Elettricità Rete Nazionale-Gestore della Rete di Trasmissione Nazionale)
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Chiomenti (Rome)
The operation The Italian Competition Authority, at its meeting of 4 August 2005, approved with conditions the purchase by Cassa Depositi e Prestiti S.p.A. of 29.99% of T.E.R.N.A.’s shares and a division of Gestore della Rete di Trasmissione Nazionale (the company in charge of the national (...)

An Estonian Court of appeal confirms the right of third parties to challenge merger decisions, but upheld the Competition Authority’s merger clearance concerning the acquisition of a company controlling a chain of pharmacies by an Estonian dominant wholesaler of pharmaceuticals (Parimex Invest/Magnum Medical)
COBALT Legal
On 14 June 2005, the Tallinn Circuit Court (a court of appeal) issued a judgment upholding the Estonian Competition Authority’s (ECA) merger clearance concerning the acquisition of OÜ Parimex Invest, a company controlling a chain of pharmacies, by AS Magnum Medical, an Estonian dominant (...)

A Dutch Court annuls a Dutch Competition Authority’s decision that conditionally cleared a merger between electricity companies for not having sufficiently demonstrated that the merger would lead to the creation or strengthening of a dominant position (Nuon/Reliant)
RBB Economics (Brussels)
On 31 May 2005, the Court of Rotterdam in the Netherlands annulled a decision by the Nederlandse Mededingingsautoriteit (NMa), the Dutch competition authority, concerning the proposed merger between electricity companies Nuon and Reliant . After a detailed inquiry, the NMa had cleared the (...)

The Hungarian Competition Office clears a merger in the daily newspapers market subject to remedies including tying prohibition and price control, the transaction having been previously prohibited by the NCA and then subject to a new assesment following Court’s judgement (Tabora/Népszabadság)
lakatos, koves and partners
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lakatos, koves and partners
In 2003, a member of the Ringier group, B.V. Tabora (Tabora), which held 49.97 per cent of the shares in Népszabadság, one of the largest daily newspapers in Hungary, acquired through share swap another 17.68 per cent stake in Népszabadság, thus holding a total of 67.65 per cent. Tabora requested (...)

The UK Office of Fair Trading clears a merger in the software/IT sector subject to the divestment of a stand-alone business operating in the healthcare sector (iSOFT/Torex)
Added Value Capital Partners (AVCP)
The operation iSOFT provides software and systems to healthcare provider organisations including the NHS. Torex provides healthcare technology software and systems for healthcare providers to GPs, laboratories, hospitals and community care. Torex also provides the hardware, installation and (...)

The European Commission conditionally clears a merger in the publishing sector (Lagardère/Natexis/VUP)
European Commission - DG COMP (Brussels)
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Conseil régional de Midi-Pyrénées
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European Commission - DG COMP (Brussels)
"Lagardère/Natexis/VUP: big deal in a small world"* The COMP/M.2978 Lagardère/Natexis/VUP case concerned the proposed acquisition of Editis (formerly called Vivendi Universal Publishing or VUP) by the Lagardère conglomerate. Before the transaction, Editis was the leader in the publishing, (...)

The UK Competition Appeal Tribunal rules on the obligation for the OFT to refer a merger case to the Competition Commission whenever there is doubt about whether it would result in a substantial lessening of competition (IBA Health)
Hogan Lovells (London)
On 3 December 2003, the Competition Appeal Tribunal in the UK upheld an application by IBA Health Ltd for judicial review against the Office of Fair Trading’s decision not to refer the anticipated merger between iSoft Plc and Torex Plc to the Competition Commission for detailed investigation. (...)

The Spanish Supreme Court annuls a Government’s decision having imposed substantially different remedies from the ones proposed by the NCA without justification and proportionality (Prosegur/Blindados del Norte)
Cuatrecasas, Gonçalves Pereira
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Lonza
Background On June 29, 2000, Prosegur, a company active in the security and cash-in-transit services markets, notified the former Service for Defense of Competition (Servicio de Defensa de la Competencia, “SDC”) of the acquisition of Blindados del Norte (“Blindados”), a company operating in the (...)

The Spanish Supreme Court annuls a merger prohibition decision in the local bus transport sector as the operation was already tacitly cleared (Salcai/Utinsa)
Cuatrecasas, Goncalves Pereira (Madrid)
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Cuatrecasas, Goncalves Pereira (Madrid)
On April 1, 2002, in the case Salcai/Utinsa, the Spanish Supreme Court (Tribunal Supremo, TS) for the first time annulled completely a decision adopted by the Council of Ministers regarding the prohibition of a merger. Background The parties involved in the merger were two local transport (...)

The Hungarian Competition Office clears a merger in the mobile and wired telecommunications sector subject to a non-discrimination obligation, a remedy cancelled in appeal for lack of precision (Westel 900/Magyar Távközlési)
Clifford Chance
The operation The HCO authorized the acquisition of control of Matáv over the Westel and Westel 900 mobile service operators. Matáv mainly operates in the wired telecommunication sector but through its ownership in the Westel 450 and Westel 900 mobile service operators it is an important player (...)

The Spanish Supreme Court annuls a decision authorizing a merger on grounds other than competition law (Antena 3 de Radio, Sociedad Española de Radiodifusión, Sociedad de Servicios Radiofónicos Unión Radio)
Cuatrecasas, Gonçalves Pereira
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Cuatrecasas, Goncalves Pereira (Madrid)
On June 9, 2000, the Spanish Supreme Court annulled, on other grounds than competition law, the Spanish Council of Ministers’ decision of May 20, 1994 (“the Decision”) to not oppose a merger involving transferring part of Antena 3 Radio, SA (“A3”) and Sociedad Española de Radiodifusión, SA (“SER”) (...)

The European Court of First Instance reviews the Commission’s decision in a merger case concerning the beverages industry (Nestle/Perrier)
DG REGIO Regional and urban policy
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European Commission - DG HR
"Mergers : summary of the most important recent developments"* On 27 April 1995, the Court of First Instance (CFI) ruled on two cases, one brought by the employees of Perrier and the other by the employees of Vittel and Pierval, against the Commission’s decision of 22 July 1992 in the case (...)

An Italian administrative Court asks the Constitutional Court whether a legislative measure having conditionally cleared the Alitalia/AirOne merger outside ordinary merger control is in compliance with the Italian Constitution (Federconsumatori)
All the undertakings are equal. It happens in Italy, however, that some undertakings are more equal than others and the State allows them to realise a concentration without subjecting them to ordinary merger control rules. The Italian Constitutional Court (Constitutional Court), in a (...)

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