Mergers & Joint ventures

Mergers

Mergers and joint ventures: An overview of EU and national case law
Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (London)
1. Introduction In our foreword to e-Competition’s 2011 Mergers and Joint Ventures Special Issue we noted the ever-increasing number of national jurisdictions with merger control regimes, and the effect of multiple-filing requirements on businesses and practitioners involved in M&A (...)

The EU Court of Justice renders a judgement regarding the rules governing the notification of mergers resulting in the creation of joint ventures (Austria Asphalt)
Cleary Gottlieb Steen & Hamilton (Cologne)
On 7 September 2017, the European Court of Justice issued its preliminary ruling in Case C-248/16 Austria Asphalt. The judgment clarifies that a change from sole to joint control over an existing undertaking is a notifiable concentration under the Merger Regulation only if the resulting joint (...)

The EU Court of Justice clarifies the application of the EU merger control rules to joint ventures (Austria Asphalt)
McDermott Will & Emery (Düsseldorf)
European Court of Justice clarifies application of European Union merger control rules to joint ventures* On 7 September 2017, the European Court of Justice issued a decision (Decision) on the interpretation of the European Union Merger Regulation (EUMR). The Decision clarifies the conditions (...)

The EU Court of Justice decides EU merger control rules can only apply to joint control transactions if the resulting entity is a ‘full-function’ joint venture (Austria Asphalt)
Shearman & Sterling (London)
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Shearman & Sterling (London)
On September 7, 2017, the European Court of Justice (ECJ) decided that, where joint control is acquired over a new or existing undertaking (or parts of an undertaking), that transaction can only fall within the scope of the EU Merger Regulation (EUMR) where the resulting entity will be (...)

The German Competition Authority clears a joint venture in the retail sector (EDEKA / Budnikowsky)
German Competition Authority (Bonn)
Bundeskartellamt clears EDEKA/Budnikowsky cooperation* The Bundeskartellamt has cleared the launch of a joint venture between EDEKA and Budnikowsky. Andreas Mundt, President of Bundeskartellamt: "When we assess mergers in the retail sector we always have to examine the competitive conditions (...)

The US FTC and US DOJ jointly issue Antitrust guidance for human resource professionals
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 (Washington)
On October 20, 2016, the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly issued new guidance designed to help human resources professionals and their companies understand the potential antitrust implications of their work. The guidance (...)

The German Competition Authority issues its report on divestitures in the rolled asphalt industry
German Competition Authority (Bonn)
Bundeskartellamt publishes report on divestitures in the rolled asphalt industry* Today the Bundeskartellamt published a report on the state of proceedings it has initiated to break up anti-competitive company interlocks in the German rolled asphalt sector. The report provides an overview of (...)

The US DOJ opens an investigation on a movie theater chain (Regal, AMC, Cinemark Holdings)
Porter Wright Morris & Arthur (Washington)
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Porter, Wright, Morris & Arthur (Columbus)
Antitrust Probe of Movie Theater Chains Enters Next Act* The U.S. Department of Justice has turned its spotlight on AMC Entertainment, Inc. in the government’s antitrust probe of the nation’s movie theater industry. In an 8-K filed Monday with the Securities and Exchange Commission, AMC (...)

A Norwegian Court of Appeals upholds that a joint bid submitted under a public tender constituted an anti-competitive agreement by object (Ski Taxi, Follo Taxisentral, Ski Follo Taxidrift)
Wikborg Rein (Oslo)
Joint bid labelled ‘by object’ infringement* Appeals court upheld decision against local taxi cooperatives’ bidding consortium In a judgment of 17 March 2015, Borgarting appeals court in Oslo upheld the Norwegian Competition Authority’s decision against two local taxi cooperatives and a jointly (...)

The US DOJ and the New York State Office of the Attorney General settle with tour bus operators, requiring them to pay $7.5 million for implementing barriers to entry (Coach USA, City Sights, Twin America)
Weil, Gotshal & Manges (New York)
NYC Sightseeing Companies Settle with Federal and State Authorities* On March 17, 2015, two New York City-based tour bus operators agreed to settle allegations that they conspired to monopolize New York’s hop-on, hop-off sightseeing market between 2009 and 2015. Coach USA Inc. (“Coach”), City (...)

The Ontario Superior Court of Justice finds nine defendants not guilty on 60 charges of bid-rigging and conspiracy to rig bids (Durward)
Stikeman Elliott (Ottawa)
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Stikeman Elliott (Ottawa)
Canada’s Competition Bureau loses major bid-rigging case: 60 not guilty verdicts* In a further blow to the track record of the Competition Bureau and the Public Prosecution Service of Canada in contested criminal trials, on April 27, 2015, a jury in the Ontario Superior Court of Justice found (...)

The Paris Court of appeal partially annuls the Competition Authority’s decision in the packaged flour case due to the lack of by object infringement in its national component (France Farine, Bach Müle)
Dunaud Clarenc Combles & Associés
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Norton Rose Fulbright (Paris)
In its judgment dated November 20, 2014, the Paris Court of appeal (Court of appeal) partially overturned the decision of the French Competition Authority (FCA) relating to the practices followed in the flour business (Decision). In 2012, certain millers were accused by the FCA of closing the (...)

The DOJ condemns pre-merger coordination requiring target company to sell factory (Flakeboard America / SierraPine)
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 (New York)
On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination . The DOJ’s complaint alleged that the parties’ conduct constituted both a per (...)

U.S. Federal Court Provides Guidance on Treating Joint Ventures as a "Single Entity" for Antitrust Purposes (Premier)
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Cleveland)
The United States District Court for the Southern District of Ohio has unsealed its summary judgment opinion in The Medical Center at Elizabeth Place v. Premier Health Partners. The Court granted summary judgment in favor of the defendants—four hospital systems that operated pursuant to a joint (...)

The US District Court for the Southern District of Ohio holds that undertakings, even previously competing against each other, cease to be separate economic actors once they contractually agree to share in risks and profits by combining all of their income into a single bottom line (Premier Health)
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Century City)
District Court Weighs in on Level of Integration Required to Shield Health Care Collaborations from Section 1 Scrutiny* In Medical Center at Elizabeth Place v. Premier Health Partners et. al, Case No. 12-cv-26 (S.D. Oh. Oct. 20, 2014), the Southern District of Ohio held that (...)

The European Court of Justice annuls the Commission’s decision regarding the liability of a parent for the infringement of competition law by its subsidiary and by a partially owned joint venture (RWE)
Altius (Brussels)
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Liège University - IEJE
I. The Parties RWE AG is part of the RWE group with its main activities in the energy supply sector (gas exploration, electricity production, trading, and retail and grid activities). Regarding the activities in the paraffin waxes, RWE group is not currently active on this market due to the (...)

The US FTC approves two final orders settling charges that ski equipment manufacturers for many years illegally agreed not to compete for one another’s ski endorsers or employees (Marker Völkl / Tecnica Group)
Bona Law (San Diego)
The FTC Orders Ski-Equipment Companies to Start Competing Again* Sometimes competition is a real hassle. If your company has a loyal customer or longtime employee, you feel betrayed when a competitor swoops in to try to “steal them.” If you are the Miami Heat, you probably don’t like that the (...)

The Australian Competition and Consumer Commission allows minor variations on the authorisation of a joint venture on the market for port terminal operations (AAT)
Australian Competition and Consumer Commission
ACCC allows minor variations to AAT joint venture authorisation* The Australian Competition and Consumer Commission has allowed minor variations to authorisation of the Australian Amalgamated Terminals Pty Ltd (AAT) joint venture. The minor variations will enable AAT to operate the terminal (...)

The EU Court of Justice acknowledges that two companies can independently from each other exercise decisive influence over their joint venture (EI du Pont de Nemours)
Blackstone Chambers
A family affair: parental liability for joint ventures* It is trite law that a parent company will be liable for antitrust infringements committed by a subsidiary where the parent exercises “decisive influence” over the conduct of the subsidiary. Earlier this year the Court of Justice of the (...)

The EU Court of Justice acknowledges that two companies can independently from each other exercise decisive influence over their joint venture (Dow Chemical)
Blackstone Chambers
A family affair: parental liability for joint ventures* It is trite law that a parent company will be liable for antitrust infringements committed by a subsidiary where the parent exercises “decisive influence” over the conduct of the subsidiary. Earlier this year the Court of Justice of the (...)

The EU Court of Justice confirms that a parent company can be held liable and fined for an antitrust infringement committed by its 50:50 joint venture (Dow Chemical Company)
Hogan Lovells (Brussels)
50:50 joint ventures – Possibility of parental liability for EU antitrust infringements confirmed* On 26 September 2013, the Court of Justice of the European Union (“CJEU”) issued two important judgments (Case C-172/12 P, El du Pont de Nemours and Others v Commission and Case C-179/12 P, Dow (...)

The EU Court of Justice confirms that a parent company can be held liable and fined for an antitrust infringement committed by its 50:50 joint venture (El du Pont de Nemours)
Hogan Lovells (Brussels)
50:50 joint ventures – Possibility of parental liability for EU antitrust infringements confirmed* On 26 September 2013, the Court of Justice of the European Union (“CJEU”) issued two important judgments (Case C-172/12 P, El du Pont de Nemours and Others v Commission and Case C-179/12 P, Dow (...)

The German Competition Authority receives information about the decision of the TV-broadcasting groups not to pursue their plans to build an online video platform (Germany’s Gold)
German Competition Authority (Bonn)
Plans for ARD/ZDF online platform "Germany’s Gold" abandoned* Bonn, 16 September 2013: "Germany’s Gold", the online platform that the ARD and ZDF broadcasting groups were planning to set up via commercial subsidiaries together with eleven other production and licensing companies, will not (...)

The Presidium of the Federal Antimonopoly Service of Russia approves guidelines on the procedure and technique of analysis of joint venture agreements containing non-compete clauses
White & Case (Moscow)
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White & Case (Moscow)
On 18 July 2013, the Presidium of the Federal Antimonopoly Service (FAS of Russia) approved Guidelines on the Procedure and Technique of Analysis of Joint Venture Agreements Containing Non-Compete Clauses. The purpose of the Guidelines is to set a uniform approach to the assessment of the (...)

The Turkish Competition Authority releases its Horizontal Agreements Guidelines and Communication on Specialization Agreements, thus aligning its acquis to the EU competition regime
Turkish Competition Authority
Guidelines on Horizontal Cooperation Agreements are released* TCB released the long-awaited Guidelines on Horizontal Cooperation Agreements (Horizontal Agreements Guidelines) and the Block Exemption Communiqué Concerning Specialization Agreementson 26 June 2013. The Horizontal Agreement (...)

The New Zealand Government proposes new anti-cartel law with collaborative activity exemption that highlights flaws in Australian joint venture exceptions
Brent Fisse Lawyers (Paddington)
1. The collaborative activity exemption under the proposed anti-cartel amendments to the Commerce Act 1986 (NZ) In May 2013 the NZ Commerce Committee recommended that the Commerce (Cartels and Other Matters) Amendment Bill 2011 (NZ Anti-Cartel Bill) be passed with various amendments. The Bill (...)

The US Supreme Court denies defendants’ petition for certiorari with respect to a decision of the Third Circuit raising significant issues as to how a court should analyze “market share discounts” by a dominant firm (ZF Meritor v. Eaton)
Cornell University
On April 29, 2013, the U.S. Supreme Court denied defendant’s petition for certiorari with respect to the Third Circuit’s 2012 decision in ZF Meritor LLC v. Eaton Corp. (696 F.3d 254). Since the case raised significant issues as to how a court should analyze “market share discounts” by a dominant (...)

The German Competition Authority takes a critical view of the online platform project Germany’s Gold (Germany’s Gold)
German Competition Authority (Bonn)
ARD/ZDF Online Platform "Germany’s Gold" raises competition concerns* The Bundeskartellamt takes a critical view of the ARD/ZDF online platform project "Germany’s Gold". In April 2012 several companies of the ARD and ZDF broadcasting groups, together with eleven other production and licensing (...)

The Competition Authority of Bosnia & Herzegovina evaluates a joint venture agreement in the cable TV market under the national equivalent of Article 101 TFEU (BHB Cable, ELTA-MT)
University of Technology (Tallinn)
On 31 July 2012 the Competition Authority of Bosnia & Herzegovina (KV) established that the joint venture agreement concluded by the two cable TV providers for the operation of the common cable network did not constitute an anti-competitive agreement under the national equivalent of Article (...)

The EU Commission makes legally binding commitments offered by companies active in nuclear markets on post-JV non-compete and confidentiality obligations (Siemens / Areva)
Van Bael & Bellis (Brussels)
The European Commission announced, on 18 June 2012, that it had adopted a decision to make legally binding commitments offered by Siemens AG (“Siemens”) and Areva SA (“Areva”) to reduce the scope and duration of certain non-compete and confidentiality obligations imposed on Siemens further to (...)

The French Competition Authority fines French and German millers for several anticompetitive practices (France Farine, Bach Mülhe)
European Commission (Brussels)
France: The Autorité de la concurrence fines French and German Millers for several anticompetitive Practices foreclosing French Packaged Flour Market* On 13 March 2012, the Autorité de la concurrence (the Autorité) established the existence of a cartel between French and German millers whereby (...)

The Danish Competition Authority clears conditionally a case concerning a horizontal production agreement in the mobile telecommunications sector (Telia / Telenor)
Danish Competition and Consumer Authority (Copenhagen)
Radio Access Network sharing agreement between Telia Denmark A/S and Telenor A/S* On February 29 2012 the Danish Competition Council (DCC) cleared a case concerning a horizontal production agreement in the mobile telecommunications sector. The clearance is subject to conditions. Telia Denmark (...)

The Danish Competition Council accepts commitments in relation to a Radio Access Network sharing agreement between two telecom operators (Telia/Telenor)
Danish Competition and Consumer Authority (Copenhagen)
On 29 February 2012, the Danish Competition Council accepted commitments offered by two Nordic telecom operators in connection with a notification of an agreement by which the two telecom operators combined their respective Radio Access Network in a joint venture. Background Telia Sonera AB (...)

The Danish Competition Council decides that it has no grounds for action concerning a horizontal production agreement between mobile operators (Telia Denmark, Telenor)
European Commission (Brussels)
Denmark: Network Sharing Agreement in Danish Mobile Telecommunications Sector* On 29 February 2012, the Danish Competition Council (DCC) decided that it had no grounds for action in a case concerning a horizontal production agreement between the mobile operators Telia Denmark and Telenor A/S. (...)

The EU General Court issues decision holding two joint venture parents liable for cartel behavior of their 50/50 owned joint venture (Dow Chemical Company)
Hogan Lovells (Brussels)
Holding parents liable for 50/50 joint ventures* On 2 February 2012, the EU’s General Court issued two important judgments concerning the issue of whether joint venture parents can be held liable for the cartel behaviour of their 50-50 joint venture. In T-77/08 (Dow Chemical v Commission) and (...)

The EU General Court confirms Commission’s decision holding a parent company jointly and severally liable for cartel behavior of its 50/50 owned joint venture (EI Dupont de Nemours)
Hogan Lovells (Brussels)
Holding parents liable for 50/50 joint ventures* On 2 February 2012, the EU’s General Court issued two important judgments concerning the issue of whether joint venture parents can be held liable for the cartel behaviour of their 50-50 joint venture. In T-77/08 (Dow Chemical v Commission) and (...)

The EU Commission opens proceedings against two manufacturers of refrigerants used in car air conditioning (Honeywell / du Pont)
Stanford University - Stanford Law School
European Commission investigates DuPont and Honeywell practices in relation to new refrigerant* On 16 December 2011 the European Commission opened proceedings to investigate alleged anti-competitive practices relating to the development of a new generation refrigerant for air conditioning (...)

The Polish Competition Authority finds that delay in introducing mobile television service is a result of anticompetitive agreement (Polkomtel, PTK Centertel, PTC, and P4)
Hogan Lovells (Warsaw)
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Hogan Lovells (Warsaw)
The OCCP decision On 23 November 2011, the President of the Office of Competition and Consumer Protection («the OCCP») fined four mobile telecom operators (Polkomtel, PTK Centertel, PTC, and P4) for the exchange of information on the assessment of a commercial offer prepared by Info-TV-FM (...)

The EU General Court dismisses action brought by several company in bleaching chemicals cartel (Arkema France)
Van Bael & Bellis (Brussels)
On 14 July 2011, the General Court (“GC”) handed down two judgments dismissing appeals brought by Elf Aquitaine, Totaland their subsidiary Arkema France against the European Commission’s bleaching chemicals cartel decision. By its decision of 3 May 2006, the Commission found that nine companies (...)

The European Commission publishes a set of documents dealing with cooperation between competitors
Baker Botts (Brussels)
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Hogan Lovells (Washington)
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Office for Gas and Electricity Markets (OFGEM)
On 14 December 2010, the European Commission (the «Commission«) published a set of documents dealing with cooperation between competitors, comprised of guidelines on the applicability of Article 101 of the Treaty on the Functioning of the European Union («TFEU«) (the «EU Guidelines«) and two new (...)

The European Commission authorises France to provide a €25.3 M grant for the construction of a heat boiler using a renewable energy source in the Alsace region (Roquette Frères. Electricité de Strasbourg, Caisse des Dépôts et Consignations)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
State aid: main developments between 1 January and 30 April 2011* On 12 January, the Commission authorised France to provide a €25.3 million grant for the construction of a heat boiler using a renewable energy source (geothermal energy) in Beinheim, the Alsace region. The project also involves (...)

The European Commission adopts revised competition rules on horizontal co-operation agreements
Linklaters (London)
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Linklaters (Brussels)
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Linklaters (Brussels)
The European Commission has revised its rules for the assessment of co- operation agreements between competitors, so called horizontal co-operation agreements. The new rules consist of two updated Block Exemption Regulations covering R&D and specialisation / joint production agreements and (...)

The Turkish Competition Authority decides not to launch an in-depth investigation into a cartel-like joint-venture formed by three manufacturers in the school uniform market (Okulcu)
University of Sussex
This study analyses the decision of the Turkish Competition Authority (TCA) in which it has decided that a company formed by three manufacturers of school uniforms could not be regarded as a joint-venture, nor could it be given an individual exemption. Although the formation of the company was (...)

The European Commission authorises the Netherlands to provide a € 150 M grant for a CO2 capture and storage (CCS) demonstration project to a joint venture between two energy companies (E.ON and GDF Suez)
European Commission - DG COMP (Brussels)
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Hogan Lovells (Madrid)
State Aid: Main developments between 1 September and 31 December 2010* By its decision of 27 October 2010 the Commission authorised The Netherlands to provide a € 150 million grant for a CO2 capture and storage (CCS) demonstration project to a joint venture between E.ON and GDF Suez. The joint (...)

The UK OFCOM decides not to launch a full investigation on a venture aimed to design common technical specifications for the provision of web-based content to consumers’ television sets (Project Canvas - YouView)
Central Bank of Ireland
On 19 October 2010, the UK communications regulator, Ofcom, announced that it would not initiate a full investigation under the Competition Act into the Project Canvas/YouView venture. Virgin Media and IPVision had submitted complaints to Ofcom under the Competition Act. Also, Ofcom received (...)

The Latvian Competition Council refuses to initiate a case regarding the possible failure to notify a merger and abuse of dominant position, declaring that a general partnership falls outside the scope of provisions of the competition law (Latroad)
Kronbergs & Čukste
In July 2010, the Latvian Competition Council received application from SIA “Firma L4” and VAS “Latvijas valsts ceļi”, requesting the Latvian Competition Council to investigate establishment of a general partnership “Latroad” by five competitors: SIA “PRO VIA”, AS “Ceļu inženieri”, SIA “Pk 19+93”, AS (...)

The German Bundeskartellamt fines ophthalmic lenses manufacturers for involvement in cartel agreements (Rodenstock, Carl Zeiss Vision)
Arent Fox (New York)
On June 10, 2010, the German federal antitrust agency, the Bundeskartellamt, imposed a €115 million (approximately $153 million) fine on five leading ophthalmic lens manufacturers, Rodenstock GmbH, Carl Zeiss Vision GmbH, Essilor GmbH, Rupp + Hubrach Optik GmbH, and Hoya Lens Deutschland GmbH, (...)

The US Supreme Court rejects special sports league exemption from antitrust scrutiny adopting a narrow view of Copperweld immunity (American Needle / National Football League)
Jones Day (New York)
The U.S. Supreme Court adopts a narrow view of Copperweld immunity in American Needle, Inc. v. National Football League Section 1 of the Sherman Antitrust Act is, in important ways, extraordinary in its simplicity. It broadly prohibits all agreements—“[e]very contract, combination . . . or (...)

The US Supreme Court finds that a football league and its members should not be treated as a single entity (American Needle / National Football League)
Tesoro
American professional sports associations such as the National Basketball Association (NBA), the National Football League (NFL), the National Hockey League (NHL), and the Major League Baseball (MLB) generate significant economic activity. In 2010, their combined revenue exceeded $21 billion and (...)

The US Supreme Court applies functional test to determine whether joint venture activity triggers antitrust liability (American Needle / National Football League)
White & Case (New York)
Introduction Section 1 of the Sherman Act outlaws contracts, combinations and conspiracies that unreasonably restrain trade. Therefore, to establish liability under Section 1, it is necessary to show a plurality of actors in agreement; there can be no contract, combination or conspiracy with (...)

The French Competition Authority sanctions container-handling companies for restrictive agreements (Perrigault, TPO)
European Commission (Brussels)
France: The Autorité de la concurrence sanctions four Container-Handling Companies for Restrictive Agreements in Le Havre Harbour On 15 April 2010, the French Competition Authority sanctioned with a € 625,000 fine four container handling companies active in the Le Havre harbour (north of (...)

The US DoJ closes investigation into the proposed Internet search and search advertising agreement (Microsoft - Yahoo!)
Stanford University - Stanford Law School
U.S. Department of Justice closes investigation into Microsoft-Yahoo! agreement* On 18 February 2010 the U.S. Department of Justice announced the closing of its investigation into the proposed Internet search and search advertising agreement between Microsoft Corporation and Yahoo! Inc. (see (...)

The UK Court of Appeal upholds a judgment that a co-operative JV between certain racecourse owners for the supply of images, sound and data to licensed betting offices in respect of horse races held at their racecourses does not infringe Art. 81 EC (Bookmakers’ Afternoon Greyhound Services / Amalgamated Racing)
European Commission - DG COMP (Brussels)
The Court of Appeal of England & Wales has upheld a High Court judgment that a co-operative joint venture between certain racecourse owners for the supply of images, sound and data to licensed betting offices in the United Kingdom in respect of horse races held at their racecourses is not (...)

The German Federal Court of Justice decides on the compatibility of non-competition clauses to the detriment of minority shareholders with Art. 101 Para. 1 TFEU and Sec. 1 ARC (Gratiszeitung Hallo)
Gleiss Lutz (Munich)
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Milbank, Tweed, Hadley & McCloy (Munich)
On 23 June 2009, the German Federal Court of Justice overruled three judgments of the Higher Regional Court of Düsseldorf and remitted the cases back for further proceedings. In the joint proceedings before the Federal Court of Justice, the court had to decide whether a non-competition clause to (...)

The Belgian Competition Council considers an agreement between two transport companies to be compatible with national law... after three years of proceedings (De Boeck and Nidco, "Bruxelles city tour")
Liège University - IEJE
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Misson (Liège)
The Belgian Competition Council considers an agreement between two transport companies to be compatible with article 2 of the Belgian Competition Law I. The Parties “De Boeck Invest NV” is a holding company. It holds 99,56% of “Autocars Henri De Boeck en reizen André Leloup NV” (“De Boeck”), a (...)

The Higher Regional Court of Frankfurt decides on non-competition clauses to the detriment of minority shareholders (Minderheitsgesellschafter)
Gleiss Lutz (Munich)
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Milbank, Tweed, Hadley & McCloy (Munich)
On 17 March 2009, the German Higher Regional Court of Frankfurt decided on the compatibility with competition law of non-competition clauses to the detriment of minority shareholders. The question at stake was whether a non-competition clause to the detriment of a minority shareholder generally (...)

The French Competition Council finds the incumbent rail operator guilty of implementing discriminatory practices in favor of its online travel subsidiaries and for entering into an anti-competitive partnership (SNCF /Expedia)
Kramer Levin Naftalis & Frankel (Paris)
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Orrick, Herrington & Sutcliffe (Paris)
I. Facts The French rail operator SNCF enjoys a legal monopoly on passenger rail transport. However, train tickets themselves are sold through three main distribution channels : SNCF’s physical sales points as well as its merchant website operated by its VSC subsidiary (which altogether account (...)

The German Federal Court of Justice upholds the judgment of the Düsseldorf Higher Regional Court rejecting the Federal Cartel Office’s definition of the relevant market for professional indemnity insurance (Versicherungsstelle Wiesbaden)
University of Münster
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University of Münster
1. The «Versicherungsstelle Wiesbaden» is a co-insurance pool offering professional indemnity insurance to public accountants, accounting firms and mutual auditing associations (below: accountants). It is jointly operated by four major private insurance companies (Allianz, AXA, R+V and (...)

The French Competition Council rejects a request for interim measures relating to alleged anti-competitive practices between a joint venture a and one of its parent companies on port facilities (AP Moller-Maersk / Port of Le Havre)
Herbert Smith Freehills (Paris)
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Tech Data
Background This case arose out of the "Port 2000" initiative, a project which was initiated in the 1990s with the aim of tripling the capacity of the port at Le Havre by adding new berths and several terminals. Global shipping company AP Moller-Maersk ("APMM") and Perrigault group, a French (...)

The Danish Competition Council approves the conversion of a broadcasting services company into a full-function joint venture, subject to remedies to ensure non-discrimination in the treatment of customers (Danmarks Radio / TV2 / Broadcast Service Danmark JV)
Kromann Reumert (Copenhagen)
The operation Danmarks Radio was the national public service broadcasting television station in Denmark. TV2 was a state-owned television broadcaster. TV2 owned and operated a number of television channels. Danmarks Radio and TV2 jointly owned Broadcast Service Danmark. The parent companies (...)

An Italian administrative Court cancels the NCA’s decision fining € 11.3 M a market-sharing agreement in water services (Acea / Suez / Publiacqua)
Luigi Prosperetti & Partners
Background In November 2007, the Italian Competition Authority (ICA) fined Acea for 8.3 million, and Suez Environment (SE) for 3 million for a market-sharing agreement in water services . The Italian NCA had consistently maintained that joint-ventures among competitors in bidding for public (...)

The Italian Administrative Supreme Court dismisses a decision by the Competition Authority condemning all major producers of technical gases for concerted practices (Technical Gas)
Luigi Prosperetti & Partners
Background In April 2006 the Italian NCA fined for a total of 56.9 million all major Italian producers of technical gases for a market allocation agreement, which had allegedly been in effect for a substantial period of time. There was indeed proof that in the 1980s - before the enactment, in (...)

The Italian Competition Authority fines € 11.3 M a market-sharing agreement in the water services sector (Acea / Suez / Publiacqua)
Luigi Prosperetti & Partners
Background Over the past ten years, Italian water services - traditionally managed by municipalities or small local operators - have been slowly consolidated, on the basis of a 1994 law, in 91 larger franchises (Ambiti Territoriali Ottimali, or ATOs). In 27 of these, 20 to 25 years concessions (...)

The Italian Administrative Supreme Court confirms € 370 million fine against a cartel in the jet fuel market, launching debates on a new era for European joint-ventures (Rifornimenti Aeroportuali)
Studio Legale DDPV
Preface The Italian Administrative Supreme Court (Consiglio di Stato “CdS”), following the appeal of the investigated companies, did not annul the Italian Antitrust Authority’s (the “Authority”) decision concerning an alleged collusion in the jet fuel market among several oil companies () (the (...)

The Higher Regional Court of Düsseldorf specifies the criteria for concluding non-competition clauses to the detriment of minority shareholders (AnzeigenblattGU)
Gleiss Lutz (Munich)
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Milbank, Tweed, Hadley & McCloy (Munich)
In three cases dated 15 August 2007 and 26 June 2008 the German Higher Regional Court of Düsseldorf decided on the compatibility with competition law of non-competition clauses to the detriment of minority shareholders. In two of the cases, appeals against denial of leave to appeal are pending (...)

The German Competition Authority holds that risk pooling by insurance companies for insuring liability risks of auditing firms violates Art. 81 EC but excludes insurance for "Big 4" (Allianz - Axa - R+V - Ergo)
CRA International (London)
Summary Four large insurance companies active in the German market (Allianz, Axa, R+V and Ergo) had operated a joint venture for the purpose of insuring liability risks of auditing firms. The joint venture goes back to a state sponsored company founded in the 1930s, which the members of the (...)

A German Court finds that a cartel agreement causing a coordination of prices can affect competition substantially even if the involved undertakings have a combined market share of less than 10% (Nord-KS/Xella)
Berlin Freie Universität
Background The following case deals with different concepts of “substantiality” and “appreciability” as part of the criterions “restriction of competition” and “effect on inter-state trade”. According to the European competition rules as well as to the German Act against Restraints of Competition (...)

The Danish Competition Council approves the creation of a JV in the distribution of newspapers market, subject to remedies, including non-discrimination, distribution obligation (JP/Politikens Hus/ Syddanske Medier)
Kromann Reumert (Copenhagen)
The operation JP/Politikens Hus A/S was active in a number of media sectors, including national newspapers, several local newspapers, publishing and radio and television production. The primary activity of Syddanske Medier K/S involved publishing the regional newspaper JydskeVestkysten and (...)

The European Commission fines a cartel in the gas insulated switchgear sector
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"Cartel fined in the gas insulated switchgear sector"* On 24 January the Commission adopted a prohibition Decision against members of the Gas Insulated Switchgear cartel with fines totalling some €750 million. The cartel from 1989 until the Commission’s inspections in May 2004, and was nearly (...)

The Austrian Supreme Court confirms the NCA’s decision fining a cartel between cement producers having planned a joint production facility on the basis of the new cartel law with references to EC Law ("Austrian Cartel Cement")
DORDA
This is a decision of the Austrian Supreme Court (OGH) acting as Court of Appeal in Cartel Matters (Rekursgericht in Kartellrechtssachen) to the decision of the Higher Regional Court in Vienna (Oberlandesgericht Wien) n° 25 Kt 183/04 and n° 25 Kt 184/04. The decision is remarkable, first because (...)

The Italian Competition Authority fines the main suppliers of jet fuel in the Italian market for anticompetitive practices (Rifornimenti Aeroportuali)
London School of Economics
On 9 April 2004, a complaint concerning alleged anticompetitive practices on the market for the supply and storage of jet fuel was lodged before the Autorità Garante della Concorrenza e del Mercato (hereinafter, the “NCA”). According to the complaint, major oil companies controlled the storage and (...)

The US Supreme Court rules unanimously that the joint venture’s unified price between two companies’ brands of gasoline was not a price-fixing in violation of s. 1 of the Sherman Act (Texaco / Dagher)
Paul Hastings (Washington)
Joint Ventures and The Supreme Court’s Decision in Texaco, Inc V Dagher: A Win for Substance Over Form* NOTE: In the summer of 2004, the Court of Appeals for the Ninth Circuit issued its opinion in Dagher v. Saudi Refining, Inc., holding that the decision of a legitimate joint venture between (...)

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 US Supreme Court overturns a Court of Appeals decision clarifying that pricing decisions of a fully integrated joint venture that eliminates competition between the partners is not subject to Section 1 of the Sherman Act (Dagher / Texaco)
WilmerHale (Washington)
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WilmerHale (Washington)
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Matheson Keys & Kordzik
The Supreme Court issued two unanimous opinions in antitrust cases. These are the second and third antitrust opinions of the Term; in recent years the Court has taken one or at most two antitrust cases per Term, so this reflects a greater than usual level of antitrust activity at the (...)

The Danish Competition Council approved a joint venture in the market for the supply of fertilisers, subject to the commitment to abolish the parties’ downstream exclusivity agreements (Ferti Supply)
Kromann Reumert (Copenhagen)
The operation The joint venture was between Dansk Landbrugs Grovvareselskab a.m.b.a. (“DLG”), AgroDanmark a.m.b.a. (“AgroDK”) and Norwegian company Yara Danmark A/S (“Yara”). The new entity, Ferti Supply, was to take over the parties’ fertilizer wholesale activities, which involved the purchase, sale (...)

The US Court of Appeals for the 9th Circuit holds that it is per se unlawful to fix a uniform price for the products combined in a joint venture (Dagher v. Saudi Refining)
Hughes Hubbard & Reed (Washington)
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US Chamber of Commerce
On January 10, 2006, the Supreme Court will hear Dagher v. Texaco, Inc., an antitrust case that presents the Court an opportunity to clarify issues of substantial importance to the formation and operation of joint ventures. The question presented is whether two joint venture partners, both of (...)

The Dutch Competition Authority considers cooperation and joint selling of network services for PIN-transactions to be an infringement of the cartel prohibition (Interpay)
Stibbe (Amsterdam)
Introduction Interpay is a joint venture between 8 Dutch banks ("the shareholders"), founded in 1994 to provide network services for PIN-transactions. PIN-transactions are payments with debit cards with PIN through pay machines at retailers. The network services consist of the authorization of (...)

The French Competition Council restrictively applies the ECHR to competition law proceedings in a case of public tendering (“Strasbourg European Parliament works”)
DLA Piper (Paris)
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Cabinet Minard-Driss
In its decision n°05-D-51 dated 21 September 2005, the French Competition Council ("Conseil de la concurrence", hereafter the "Council") sanctioned anti-competitive agreements between public work firms. This decision concerned the construction of benches and offices for the European Parliament (...)

L’autorité de concurrence italienne ouvre une enquête à la suite de plaintes dénonçant un partage du marché de la fourniture de carburéacteur en violation de l’Art. 81 CE (Rifornimenti Aeroportuali)
Studio Legale DDPV
L’Autorità Garante della Concorrenza e del Mercato a décidé, le 9 décembre 2004, d’ouvrir une procédure au titre de l’art. 81 du Traité CE, à l’encontre de 6 compagnies pétrolières (Eni S.p.A., Esso Italiana S.r.l., Kuwait Petroleum Italia S.p.A., Shell Italia S.p.A., Tamoil Petroli S.p.A. e Total Italia (...)

The Danish competition authority condemned illegal price coordination between a joint venture company and one of its parent companies (Wewers Belaegningssten)
McDermott Will & Emery (Brussels)
Danish competition authority, Wewers Belægningssten, 24 November 2004 On 24 November 2004, the Danish competition authority rendered a decision finding that the joint venture company Wewers Belaegningssten (under joint control of Ikast Betonvarefabrik and Wewers Teglvaerker) and its parent (...)

The French Competition Authority rejects a request for interim measures submitted to address alleged competition concerns in the sector for on-line travel deals (Lastminute.com)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. On-line travel deals - The Conseil de la concurrence rejects a request for interim measures submitted by the company Lastminute.com, but pursues the investigation of the case on the merits.* On 25th June (...)

The German Federal Court of Justice decides that in assessing the effects of a joint venture under German competition law, the relevant geographic market may be broader than Germany as a whole and may encompass European territories outside Germany (Melitta)
Jones Day (Frankfurt)
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LafargeHolcim
The Federal Court of Justice decided that in assessing the effects of a joint venture under German competition law, the relevant geographic market may be broader than Germany as a whole and may encompass European territories outside Germany. The Court overruled its established case law pursuant (...)

Le Conseil de la concurrence hongrois sanctionne une entente à l’occasion d’un appel d’offres public à hauteur de 600 000 € (Baucont/Kész et Középületépít)
McDermott Will & Emery (Brussels)
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Université Catholique de Louvain
Dans sa décision du 18 mars 2004, le Conseil de la concurrence sanctionne - sévèrement ? - une entente entre entreprises du bâtiment à l’occasion d’un marché public pour l’Université de Kaposvár. En 2001, l’Etat hongrois avait lancé un appel d’offres dans le cadre d’un marché public pour la construction (...)

The Hungarian Competition Office decides that the establishment of an undertaking by four shareholders each holding 25 % of the votes does not qualify as a concentration (Baucont, Hérosz, Kipszer, Közév)
lakatos, koves and partners
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lakatos, koves and partners
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Kinstellar
Baucont Rt., Hérosz Rt., Kipszer Rt. and Közév Rt., all active in the construction industry, notified the HCO of the establishment of Corvin-Szigony Rt. ("Corvin-Szigony"), a company limited by shares. Pursuant to its Deed of Foundation, Corvin-Szigony was established with the minimum amount of (...)

The US FTC holds that an agreement between two joint venture partners not to advertise or discount directly competing products violated s. 5 of the FTC Act (PolyGram/Warner)
Hughes Hubbard & Reed (Washington)
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Davies Ward Phillips & Vineberg
It is said that hard cases make bad law, but sometimes easy cases can make even worse law, especially when theory gets in the way of common sense. A case in point is the Federal Trade Commission’s Three Tenors decision last summer, in which the Commission held that an agreement between two (...)

The European Commission clears joint venture of nine European airlines companies creating an online travel agency (Opodo)
European Commission - DG COMP (Brussels)
"Commission clears online travel agency Opodo"* Introduction Opodo is an online travel agent created as a joint venture by nine of the largest European airlines. It was notified to the Commission in November 2000. Opodo offers internet travel agency services including airline ticket sales, (...)

The Netherlands Competition Authority approves proposed setting up of a joint venture in the telecom sector (Dutchtone / Ben)
Netherlands Authority for Consumers & Markets (The Hague)
NMa Approves Cooperation between Dutchtone and Ben in Construction of UMTS Network* The Netherlands Competition Authority (NMa) has given its approval to the proposed setting up of a joint venture by Dutchtone and Ben. This joint venture will construct and administer parts of the UMTS network (...)

The European Commission grants an exemption on the basis of art. 81(3) of the EC Treaty concerning a cooperation agreement in the air transport sector (Lufthansa/Austrian Airlines)
European Commission - DG COMP (Brussels)
"Aviation: Combining network synergies and competition — the Commission’s approval of the LH-AuA Alliance"* 1. Introduction The liberalisation of the European air transport market during the 1990s has triggered a process of consolidation in the European airline industry. Apart from mergers, (...)

The Maltese Office of Fair Trading condemns the setting up of a joint-venture aiming to respond to calls for tenders with a unitary offer (Roads Group)
King’s College (London)
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Superior Courts of Malta
If there is one activity, above all, that competition law should combat, it is the horizontal cartel: firms that should, in a market-based economy, compete with one another for business should not be able to cooperate with one another, for example by fixing prices, sharing markets and (...)

The European Commission investigates the amended agreements underlying the creation of an online travel agency on the basis of Articles 81 and 82 in order to uncover any possible restrictions of competition, in particular in the (online) travel agency services market and the ISP/portal markets (T-Online international, TUI, Thomas Cook)
European Court of Justice (Luxembourg)
,
European Commission - DG ECFIN
"Internet Joint Ventures and the Quest for Exclusive Content: The T-Online Cases"* Introduction EC and national competition law issues arising from the marketing of ‘premium’ content, such as travel services and sports news, via the Internet were at the centre of several recent competition (...)

The European Commission approves the cooperation agreement between two car manufacturers (General Motors/Fiat)
European Commission - DG COMP (Brussels)
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Kreab
"The Commission approves the cooperation agreement between General Motors Corporation and Fiat SpA"* On 16 August 2000, the Commission cleared the cooperation agreement between General Motors and Fiat in the areas of powertrains, jointpurchase of car components and some other joint activities, (...)

The European Commission grants an individual exemption under article 81(3) of the EC Treaty for the creation of a joint venture between airlines (British Midland International/Lufthansa/SAS)
European Commission - DG COMP (Brussels)
"Commission approves British Midland International joining STAR alliance"* On 1 March 2000 the airlines British Midland International (bmi), Lufthansa and SAS (hereinafter ‘The Parties’) notified to the European Commission a co-operation agreement in accordance with Regulation 3975/87 for a (...)

The European Commission exempts under art. 85(3) of the EC Treaty the creation of a joint venture in the digital interactive television services (British Interactive Broadcasting)
Gibson Dunn (Brussels)
"The British Interactive Broadcasting Decision and the application of competition rules to the new digital interactive television services"* I. Introduction The Commission exempted on 15 September 1999 pursuant to Article 81 (3) of the EC Treaty the creation of a joint venture company, (...)

The European Commission decides to open art. 93(2) proceedings concerning a State guarantee covering 50% of a loan of 50 million ECU which is envisaged to be awarded by the regional Flemish authorities to a joint venture in the telecommunications industry (Hermes Europe Railtel)
European Commission - DG COMP (Brussels)
"BELGIQUE. La Commision décide l’ouverture de la procédure de l’article 93 §2 du traité CE en vue d’examiner la compatibilité avec le marché commun de l’octroi par les autorités régionales flamandes d’une garantie de crédit en faveur de la société de télécommunications Hermes Europe Railtel N.V."* On 7 (...)

The European Commission approves, subject to commitments, two joint ventures between French and German telecommunications operators (Atlas, Phoenix)
European Commission - DG COMP (Brussels)
"Atlas/Phoenix"* On 15 December 1995, the Commission published two Notices pursuant to Article 19 (3) of Regulation 17 [OJ C 337 of 15.12.95] indicating that it intends to take a favourable position and inviting third parties to send their observations with respect to the Atlas and Phoenix (...)

The European Commission clears a joint venture arrangement between nine leading European gas companies for the construction and operation of a UK Belgium subsea gas interconnection (Interconnector)
European Commission - DG COMP (Brussels)
"Joint venture arrangement"* 0n 17 May 1995 the Commission issued a comfort letter to clear a joint venture arrangement between nine leading European gas companies for the construction and operation of a UK Belgium subsea gas interconnection, in particular a high pressure gas pipeline which (...)

The EU Commission approves a joint venture between the third and fourth largest telecom operators in Italy subject to structural remedies (Hutchison / VimpelCom)
Cleary Gottlieb Steen & Hamilton (Rome)
European Commission approves a joint venture between the third and fourth largest telecom operators in Italy subject to structural remedies* On 1 September 2016 the European Commission approved a proposed joint venture between Vimpelcom and CK Hutchison, respectively the owners of Wind and H3G (...)

The European Commission conditionally clears an acquisition in market for satellite launch services (Arianespace / ASL)
Van Bael & Bellis (Brussels)
On 20 July 2016, the European Commission conditionally cleared the acquisition of Arianespace by Airbus Safran Launchers (“ASL”). Arianespace is a French company offering satellite launch services to private and institutional satellite operators. ASL is a 50/50 joint venture controlled by Airbus (...)

The EU Commission opens an in-depth investigation pertaining to a joint venture on the market of telecommunication in Italy (Hutchison / VimpelCom)
European Commission - DG COMP (Brussels)
Mergers: Commission opens in-depth investigation into proposed Hutchison/VimpelCom joint venture in Italy* The European Commission has opened an in-depth investigation to assess whether the proposed joint venture between the telecommunications activities of Hutchison and VimpelCom in Italy is (...)

The Indian Competition Authority clears a an acquisition of minority shareholdings in the Insurance sector (FAL / ICICI Lombard)
Economic Laws Practice
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Economic Laws Practice
Introduction A notification was filed by FAL Corporation (“FAL”) under Section 6(2) of the Competition Act, 2002 (“Act”), pursuant to execution of an agreement amending the Joint Venture Agreement entered between FAL and ICICI Bank Limited (“ICICI”), in relation to its acquisition of additional 9% (...)

The UK Competition Authority removes several structural merger undertakings given before 1 January 2005 concerning eleven cases
UK Competition and Markets Authority (CMA) (London)
CMA presses on with remedies removal* The CMA is continuing its drive to ensure that its remedies do not stay in place longer than needed. As part of a series of such reviews, the Competition and Markets Authority (CMA) has looked at remedies resulting from 13 merger investigations and (...)

The MOFCOM cracks down on failures to notify qualifying mergers, acquisitions and joint ventures (Fujian / Shenzhen CHINO-E - Microsoft / BesTV - Bombardier / CSR Nanjing Puzhen - Suzhou Erye / Shanghai Fosun)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
China’s Anti-Monopoly Law requires businesses to notify transactions to the Ministry of Commerce (MOFCOM) for merger control review, so long as the parties meet certain revenue thresholds and the transaction involves a change of control or the establishment of a joint venture . Despite these (...)

The EU Commission conditionally approves online rights licensing and administration joint venture between collective management organisations (PRSfm / STIm / GEmA)
Van Bael & Bellis (Brussels)
On 16 June 2015, the EU Commission conditionally approved the proposed joint venture between music collective management organisations PRS for music Limited (“PRSfm”) of the UK, Föreningen Svenska Tonsättares Internationella musikbyrå u.p.a. (“STIm”) of Sweden, and Gesellschaft für musikalische (...)

The EU Commission approves a joint venture for cross-border licensing of online music between three music collecting societies (PRSfM / STIM / GEMA)
European Commission - DG COMP (Brussels)
Commission approves joint venture for cross-border licensing of online music between PRSfM, STIM and GEMA, subject to commitments* Following an in-depth investigation, the European Commission has approved under the EU Merger Regulation the proposed creation of a joint venture for (...)

The Brazilian Administrative Council for Economic Defense issues guidelines on gun jumping
Mattos Filho Veiga Filho Marrey Jr & Quiroga (New York)
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Mattos Filho, Veiga Filho, Marrey Jr. & Quiroga (Sao Paulo)
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Mattos Filho, Veiga Filho, Marrey Jr. & Quiroga (Sao Paulo)
On May 20, 2015, the Administrative Council for Economic Defense (“CADE”) issued guidelines on gun jumping (“Guidelines”). These Guidelines are not binding on parties involved in transactions that require antitrust approval in Brazil, but they serve as an important guidance for companies and (...)

The EU Commission clears a merger subject to remedies in the retail markets involving fixed internet access services (Orange / Jazztel)
European Commission - DG COMP (Brussels)
Commission clears acquisition of Jazztel by Orange, subject to conditions* The European Commission has approved under the EU Merger Regulation the proposed acquisition of Jazztel plc, a telecommunications company registered in the UK but mainly active in Spain, by rival Orange SA of France. (...)

The UK Competition and Markets Authority seeks permission to appeal in a case regarding trans-channel ferry transport services (Eurotunnel / SeaFrance / MyFerryLink)
UK Competition and Markets Authority (CMA) (London)
CMA seeks permission to appeal in Eurotunnel case* The CMA today announced that it will seek permission to appeal following last week’s Court of Appeal judgment in the Eurotunnel case. The judgment upheld a challenge to the Competition and Markets Authority’s (CMA) jurisdiction over (...)

The German Competition Authority clears a merger on the market of online real estate portals (Immonet / Immowelt)
German Competition Authority (Bonn)
Clearance of Merger between Immonet and Immowelt* In the first phase of merger control the Bundeskartellamt has cleared plans by Axel Springer SE, Berlin to acquire sole control of Immowelt AG, Nuremberg and the launch of a joint venture between Immowelt AG and Immonet GmbH, Hamburg. The (...)

The Council of Ministers of the Common Market for Eastern and Southern Africa adopts an amendment to the COMESA competition rules on the determination of merger notification thresholds
Hogan Lovells (Brussels)
Updated Merger Filing Rules in COMESA* The Council of Ministers of the Common Market for Eastern and Southern Africa (“COMESA”) has adopted an amendment to the COMESA Competition Rules on the Determination of Merger Notification Thresholds. Companies now have greater clarity as to when they will (...)

The US DOJ obtains disgorgement of profits for illegally consummated merger in the sector of city sightseeing by bus (Coach USA, City Sights, Twin America)
Doyle, Barlow & Mazard
DOJ Obtains Disgorgement of Profits for Illegally Consummated Merger* On March 16, 2015, the Department of Justice (“DOJ”) and New York State Attorney General announced that they reached a settlement with Coach USA Inc., City Sights LLC and their joint venture, Twin America LLC, to remedy (...)

The EU General Court upholds a Commission decision to prohibit a merger of two stock exchanges of financial derivatives (NYSE Euronext / Deutsche Börse)
Clifford Chance (Madrid)
Background information The ruling of the EU General Court of 9 March 2015 has fully upheld the decision in which the European Commission (the “Commission”) blocked the concentration between NYSE Euronext (“NYX”) and Deutsche Börse. NYX is a U.S holding formed in 2007 through the merger of NYSE (...)

The UK Court of Appeal upholds the judgment of the Competition Appeal Tribunal requiring an airline to reduce its minority shareholding in rival airline (Ryanair / Aer Lingus)
UK Competition and Markets Authority (CMA) (London)
CMA welcomes Court of Appeal Judgment on Ryanair/Aer Lingus* The CMA welcomes today’s judgment by the Court Of Appeal dismissing Ryanair’s challenge on all 3 grounds. The judgment followed an appeal by Ryanair Holdings plc (Ryanair) against an earlier decision made by the Competition Appeal (...)

The US Court of Appeals for the Ninth Circuit provides significant judicial guidance for future health care mergers, casting serious doubt on the viability of a “post-merger efficiencies defense” to a prima facie case of a Section 7 violation (St. Luke’s Health System, Saltzer Medical Group)
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Century City)
In Highly-Anticipated Decision, Ninth Circuit Affirms That Hospital-Physician Group Merger in St. Luke’s Violated Section 7 And Casts Serious Doubt on Viability of Efficiencies Defense* On February 10, 2015, the Ninth Circuit issued its highly-anticipated decision at the intersection of health (...)

The EU Commission conditionally approves deals in the pharmaceutical sector extending its analysis of pipeline pharmaceutical products (GSK / Novartis)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"Protecting the drugs of tomorrow : competition and innovation in healthcare"* In a nutshell : In Novartis/GSK Oncology, the Commission extended its analysis of pipeline pharmaceutical products beyond those that are in advanced stages of development (phase III), to fully assess the (...)

The Canadian Supreme Court clarifies the notion of "prevention" of competition and revitalizes efficiencies defence in a merger case (Tervita)
Stikeman Elliott (Ottawa)
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Stikeman Elliott (Toronto)
Supreme Court clarifies "prevention" and revitalizes efficiencies defence in Tervita merger case* Canada’s Supreme Court of Canada issued its much-anticipated decision in the case of Tervita Corp. v. Canada Commissioner of Competition yesterday, upholding the Federal Court of Appeal’s (and the (...)

The Canadian Supreme Court considers for the first time the analytical framework for prevention of competition cases and the statutory efficiency defence in a very small merger case (Tervita)
Borden Ladner Gervais (Toronto)
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Gowling Lafleur Henderson (Toronto)
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Gowling Lafleur Henderson (Toronto)
Tiny Merger Will Have Major Implications for Merger Review in Canada* On Jan. 22, 2015, the Supreme Court of Canada released the long anticipated decision in Tervita Corp. v. Canada (Commissioner of Competition) in which it considered, for the first time, the analytical framework for (...)

The Chinese MOFCOM publishes penalty decisions regarding merger control for the first time (Unigroup / RDA Microelectronics; Western Digital / Hitachi)
AnJie Law (Beijing)
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AnJie Law (Beijing)
MOFCOM Steps Up: Penalty Decisions Regarding Merger Control Published for the First Time* Two months after the National Development and Reform Commission (“NDRC”) published its last high-profile anti-monopoly penalty decisions (e.g.Japanese Auto Parts and Bearing Manufacturers case, Audi and (...)

The Competition Commission of Singapore clears an acquisition in the airline sector in a landmark decision (Singapore Airline / Tiger Airways)
Allen & Gledhill
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Allen & Gledhill (Singapore)
On 28 November 2014, the CCS announced that it had cleared the notification for decision in relation to the acquisition of Tiger Airways Holdings Limited (“Tigerair”) by Singapore Airlines Limited (“SIA”) (collectively, the “Parties”) on the grounds of a failing firm defence argument. After (...)

The EU Commission imposes several commitments to alleviate vertical competition concerns in the space industry (Airbus / Safran)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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European Space Agency - ESA (Frankfurt)
"Airbus /Safran /JV: Launching competition into space"* In a nutshell : In the Airbus /Safran/JV case, the Commission looked at the space industry. Several commitments were imposed to alleviate foreclosure concerns of competitors. One of the vertical concerns identified required the (...)

The Ukranian Antimonopoly Committee intends to reconsider its decision granting merger clearance on the telecommunication technologies market (Kyivstar)
Arzinger & Partner (Kiev)
Antitrust authority of Ukraine intends to reconsider its decision granting merger clearance on the telecommunication technologies market of Ukraine* In early November 2014 the Antimonopoly Committee of Ukraine made a statement, announcing that it was going to reconsider its position on the (...)

The US DOJ requires disgorgement for gun-jumping violations in abandoned transaction (Flakeboard America / SierraPine)
Kirkland & Ellis (New York)
On November 7, 2014, the U.S. Department of Justice, Antitrust Division (“DOJ”) announced that it had entered into a settlement with Flakeboard and SierraPine resolving allegations that the two parties had engaged in illegal premerger coordination in connection with their now-abandoned (...)

The US DOJ announces a proposed $4.95 million settlement for alleged “gun-jumping” while the parties’ proposed transaction was under antitrust review (Flakeboard America / SierraPine)
O’Melveny & Myers (Washington)
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O’Melveny & Myers (Washington)
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O’Melveny & Myers (Washington)
On November 7, 2014, the Antitrust Division of the U.S. Department of Justice (“DOJ”) announced a proposed $4.95 million settlement with Flakeboard America Limited, its parent companies Celulosa Arauco y Constitución S.A. and Inversiones Angelini y Compañía Limitada (collectively, “ Flakeboard”), (...)

The US DOJ reaches $5 millions settlement with companies after allegations of premerger coordination (Flakeboard America / SierraPine)
Wolters Kluwer (Riverwoods)
U.S. Premerger Coordination Allegations Settled for $5 Million in Civil Penalties, Disgorgement* The dangers of prematurely exercising operational control over an acquisition target, or at least appearing to operate organizational control, are highlighted by a Department of Justice Antitrust (...)

The German Competition Authority clears a merger following an in-depth examination on the production of foreign identity documents market (Giesecke & Devrient / Bundesdruckerei)
German Competition Authority (Bonn)
Bundeskartellamt clears joint venture between Giesecke & Devrient and Bundesdruckerei for the production of foreign identity documents* Following an in-depth examination the Bundeskartellamt has cleared the establishment of a joint venture for the production of foreign identity documents (...)

The Polish Competition Authority clears the creation of a joint undertaking in the power generation and distribution market (Polska Grupa Energetyczna / Polska Miedź)
Polish Competition Authority (Warsaw)
The OCCP approves the formation of PGE EJ 1* The Office of Competition and Consumer Protection (OCCP) has approved the formation of PGE EJ 1, a joint undertaking of the energy groups PGE Polska Grupa Energetyczna, Tauron, and Enea and of the mining group KGHM Polska Miedź to build Poland’s (...)

The UK Competition and Markets Authority refuses to apply the failing firm defence to clear a merger in phase II (Alliance / IBA)
St John’s Chambers
United Kingdom Merger Control: Recent Developments in the Failing Firm Defence* On 15 August 2014, the Competition and Markets Authority (“CMA”) approved Alliance Medical Group’s completed acquisition of IBA Molecular’s radioactive medical tracer business. Although IBA’s business was loss-making, (...)

The UK Competiton and Markets Authority exercises its powers to impose interim enforcement Orders with flexibility (Marston Holdings / Collectica)
St John’s Chambers
United Kingdom: Merger Control Interim Enforcement Orders* Two unusual features of the United Kingdom’s merger control regime are that notification is voluntary and there is no ‘suspension’ obligation. This means that mergers can be – and routinely are – completed without notification to and/or (...)

The EU Commission fines a leading company in salmon farming €20 million for breaching the standstill obligation and failing to meet notification requirements (Marine Harvest / Morpol)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
Article originally published in DG Competition’s Competition merger brief, as Competition merger brief 1/2014 (click here), under the title "Harvesting salmon, jumping guns: the Marine Harvest early implementation case". Please note that all articles published in the CPN are subject to a (...)

The Cypriot Commission for the Protection of Competition receives notification of a merger under the form of a joint venture on the seismic services market (CGG Holding / OOO SCF GEO)
Commission for the Protection of Competition of the Republic of Cyprus
Press Release published on the official website of the Cypriot Commission for the Protection of Competition. Notification of concentration regarding the creation of a joint venture by the companies CGG Holding BV and OOO SCF GEO* The Service of the Commission for the Protection of (...)

The EU Commission issues merger reform White Paper regarding minority shareholdings and member State referrals
Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
On July 9, 2014, the European Commission published its proposal (White Paper) outlining the approach it intends to adopt with respect to the application of the EU Merger Regulation (EUMR) to the acquisition of minority shareholdings. The White Paper also sets out proposals to streamline the (...)

The Turkish Competition Board Imposes fine for failing to notify of the establishment of a joint venture (Anayurt)
Erdem & Erdem
The Competition Board (“Board”) analyzed in its decision dated 25.06.2014 and numbered 2014-1-47 (“Decision”) that, whether (1) the establishment of a joint venture entitled Anayurt Kömür Madencilik Sanayi ve Ticaret A.Ş. (“Anayurt”) is in compliance with Art. 7 of the Act on the Protection of (...)

The MOFCOM blocks a transaction notwithstanding the fact that both U.S. and European authorities had chosen not to challenge the joint venture (MSC, CMA CGM, P3)
Davis Polk & Wardwell (New York)
For only the second time since it began reviewing mergers and joint ventures in 2008, when China’s Anti-Monopoly Law (AML) came into effect, China’s Ministry of Commerce (MOFCOM) has blocked a proposed transaction rather than addressing its competition and trade policy concerns through some form (...)

The Chinese MOFCOM prohibits the proposed shipping alliance among the world’s three largest liner shipping operators (P3 Alliance)
AnJie Law (Beijing)
No Way: Top Three Shipping Liners’ Proposed Alliance was Blocked by Chinese Watchdog* Introduction On the very last day of the statutory period for a merger review (i.e. June 17, 2014), China’s Ministry of Commerce (“MOFCOM”) rendered its decision to prohibit the proposed shipping alliance among (...)

The Australian Competition and Consumer Commission and the Chinese MOFCOM sign a memorandum of understanding allowing the exchange of information between them subject to confidentiality and privacy requirements in each jurisdiction
Australian Competition and Consumer Commission
Australia and China to increase cooperation on mergers regulation* The Australian Competition and Consumer Commission and the Ministry of Commerce of the People’s Republic of China (MOFCOM) have signed a memorandum of understanding. ACCC Chairman Rod Sims said the agreement paves the way for (...)

The Indian Competition Authority fines two tour operators for gun jumping (Thomas Cook and Sterling)
Platinum Partners
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Platinum Partners
On 21 May 2014, the Competition Commission of India (“CCI”) imposed a penalty of INR 1 million (approximately USD 0.16 million) on Thomas Cook (India) Limited (“TCIL”), Thomas Cook Insurance Services (India) Limited (“TCISIL”) and Sterling Holidays Resorts (India) Limited (“Sterling”), for (...)

The US FTC approves the 2013 Hart-Scott-Rodino premerger notification program, which provides the enforcing agencies with information about large mergers and acquisitions before they occur
Sheppard Mullin (Washington)
Some Interesting Numbers Regarding Merger Review: The Hart-Scott-Rodino Annual Report for Fiscal Year 2013* The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) requires that proposed acquisitions of voting securities, assets or non-corporate interests meeting certain (...)

The Italian Administrative Court of first instance orders the recommencement of the awarding of a public selection procedure for a breach of disclosure duty in the telecommunications sector (Telecom Italia, Fastweb, Vitrociset, Consip)
University of London - School of Economics Birkbeck College
On the 13th of May 2014, the Italian Administrative Court of first instance (the “Court”) held a judgment against a Joint-venture that is formed between Fastweb S.p.A. (“Fastweb”) and Vitrociset S.p.A. (“Vitrociset”) for a breach of disclosure duties relating to technical specifications. (...)

The Chinese MOFCOM reviews a merger in the communication sector, before it is called off because of the length of the merger control review process (Publicis / Omnicom)
White & Case (Washington)
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White & Case (Washington)
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White & Case (Washington)
Advertising giants Omnicom Group and Publicis Groupe called off their US$35 billion merger on May 8, 2014, terminating a transaction that would have created the largest advertising company in the world. Publicis chairman, Maurice Lévy, and Omnicom CEO, John Wren, said in a joint statement, “The (...)

The EU Commission clears a merger between the two top-tier suppliers of S-PVC upon submission of significant remedies (INEOS / Solvay / JV)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"INEOS / Solvay / JV: Yet another P(ractically) V(ery) C(omplex) merger"* In a nutshell : Natural experiments are rare in merger assessment. However, previous mergers in the PVC industry made it possible in this case to analyse the effects of consolidation on competition and prices. (...)

The European Commission approves a joint venture in the PVC production sector on the basis of a divestiture (INEOS / Solvay)
Van Bael & Bellis (Brussels)
On 8 May 2014, the European Commission conditionally cleared the joint venture combining the European chlorvinyls businesses of INEOS of Switzerland and Solvay of Belgium. During an in-depth review of the deal, the Commission expressed concerns regarding two markets: the North West European (...)

The Chinese MOFCOM publishes rules setting out the eligibility criteria for simple merger cases entitled to the simplified procedure
AnJie Law (Beijing)
At Last, MOFCOM Formally Adopted Simplified Merger Review Procedure* Introduction The Ministry of Commerce (“MOFCOM”) finally published the Guiding Opinions on Notification of Simple Cases of Concentration of Undertakings (the “Guiding Opinions”) on 18 April 2014, two months after the Interim (...)

The UK Court of Appeal upholds the Competition Commission’s prohibition of a merger in the metal packaging coatings for beer and beverages market (Akzo / Competition Commission)
Herbert Smith Freehills (Brussels)
Background to the Court of Appeal judgment Akzo Nobel N.V. ("Akzo") is a company incorporated in the Netherlands. Its subsidiary, Akzo Coatings International BV ("ANCI"), was seeking to exercise its option to acquire 51% (and as a result control) of the shareholding in Metlac Holding S.r.l. (...)

The UK Court of Appeal holds that a foreign business can be blocked by the UK Competition Commission from acquiring another non-UK company where there is sufficient UK involvement (Akzo Nobel / Metlac)
The University of Manchester
Background to the judgement AkzoNobel NV (‘Akzo’) is incorporated in the Netherlands. It does not directly engage in activities in the UK. It is, however, at the peak of a complex corporate arrangement that comprises multiple subsidiary companies. Part of this corporate arrangement is a sizable (...)

The Chinese MOFCOM issues two sets of regulations that have introduced a “simple case track” for merger control reviews
Simmons & Simmons
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Simmons & Simmons
The Ministry of Commerce of China (MOFCOM) issued two sets of regulations (Simple Merger Case Regulations) in February and April of 2014 that have introduced a “simple case track” for merger control reviews in China. Between 2008, when the Chinese Anti-monopoly Law came into force, and the end (...)

The Cypriot Commission for the Protection of Competition clears conditionally a joint-venture on the market for printing services for weekly and monthly magazines (Proteas Press / I.G. Cassoulides & Son / Litho Web)
Commission for the Protection of Competition of the Republic of Cyprus
The Commission for the Protection of Competition decided to clear the concentration of companies Proteas Press Ltd, I.G. Cassoulides & Son Ltd and Litho Web Ltd for a joint venture, by imposing behavioural and structural remedies* On 28/3/2014, the Commission for the Protection of (...)

The Cypriot Competition for the Protection of Competition receives notification of a merger on the market for owning and managing hotels (Amathus Public / Amathina Holdings / Muskita)
Commission for the Protection of Competition of the Republic of Cyprus
Notification concerning the creation of the company Amathina Holdings Ltd by the companies Amathus Public Ltd, Elerfield Holdings Ltd and the Muskita Group to finance the acquisition of the Amathus Beach Hotel in Limassol through the company Amathina Luxury Hotels Ltd* The Service of the (...)

The Chinese MOFCOM announces new penalties for companies that fail to notify mergers
General Court of the European Union (Luxembourg)
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White & Case (Brussels)
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White & Case (Stockholm)
MOFCOM Shows Teeth Against Gun Jumping* Summary On 20 March 2014, the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) issued a notice announcing that it will make public decisions sanctioning companies failing to notify mergers that meet the filing thresholds. The notice further (...)

The Chinese MOFCOM introduces simplified merger review provisions to improve process
Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Hong Kong)
China Introduces Simplified Merger Review Provisions to Improve Process*Over the past several years, companies engaging in mergers, acquisitions and joint ventures have been subject to long and unpredictable competition reviews for transactions notified in China. Although China’s Anti-Monopoly (...)

The New Zealand Commerce Commission approves joint-venture on the market for supply of plasterboard, ceiling tiles and ancillary building products (USG / Boral)
New Zealand Commerce Commission
Press releases published on New Zealand Commerce Commission USG Corporation and Boral Limited granted clearance to form a joint venture* The Commission has granted clearance to USG Corporation (USG) and Boral Limited (Boral) to enter into a joint venture. The proposed joint venture relates (...)

The Chinese MOFCOM publishes a set of provisions establishing substantive criteria necessary to fulfil in order to qualify as a simple merger case
King & Wood Mallesons (New York)
MOFCOM Takes a Major Step towards a Simplified Merger Control Procedure by Promulgating the Standards for Simple Cases* On February 11, 2014, China’s Ministry of Commerce (MOFCOM) published the long-awaited Interim Provisions on the Standards for Simple Cases of Concentrations of Operators (the (...)

The Austrian Supreme Court considers that the examination of a merger case excludes the parallel examination of antitrust issues (MPV/PGV)
Bpv Hügel (Vienna)
Introduction The MPV/PGV decision discussed here concerns the (merger) notification of a logistic joint venture between two Austrian press wholesalers. Unlike the European Merger Regulation 139/2004, the Austrian Cartel Act does not foresee an appraisal of a transaction under anti-trust (...)

The United States District Court for the District of Idaho orders to unwind a hospital/physician group merger (St. Luke’s Health System / Saltzer Medical)
Paul Hastings (Washington)
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Paul Hastings (San Francisco)
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Paul Hastings (Los Angeles)
On January 24, 2014, the United States District Court for the District of Idaho ordered St. Luke’s Health System to unwind a merger with the Saltzer Medical Group. The outcome represented a significant victory for the various parties, including the Federal Trade Commission (“FTC”) and the State (...)

The Chinese MOFCOM conditionally approves an acquisition in the biotechnology sector (Thermo Fisher / Life Technologies)
First Principles Economics (FPE)
On Tuesday 14th January 2014 MOFCOM conditionally cleared the acquisition of Life Technologies Corporation (“Life Technologies”) by Thermo Fisher Scientific Inc. (“Thermo Fisher”). The review process took 6 months from initial notification, which is relatively quick for an intervention decision by (...)

The Italian Competition Authority clears a transaction for the creation of a joint venture operating in the banking sector on the basis of the non-applicability of the relevant Italian law provisions governing concentrations between undertakings (Bassilichi / Accenture)
C partners law and tax firm (Milan)
Background The purpose of the transaction at hand was to allow Banca Monte dei Paschi di Siena S.p.A. (“MPS”), one of the major Italian banks, to externalise certain back-office and administrative services, entrusting them to other companies outside its corporate group, as part of its strategic (...)

The UK Competition Appeal Tribunal quashes the Competition Commission decision regarding maritime transport over the Channel highlighting contradictory analysis of mergers between National Competition Authorities (Eurotunnel / SeaFrance / MyFerryLink)
HEC
The control of the Channel remains an emphatically strategic subject of prime importance for England: the Eurotunnel ferries might well not be allowed to disembark at Dover in the future! At least that’s what the Competition Commission, the British competition authority (hereinafter referred to (...)

The German Competition Authority clears a merger between component suppliers for the aerospace industry (Precision Castparts / Permaswage)
German Competition Authority (Bonn)
Merger of component suppliers to the aerospace industry cleared after intensive examination* Bonn, 24. October 2013: The Bundeskartellamt has cleared the acquisition of Permaswage Holding SAS registered in Les Clayes-sous-Bois, France, by Precision Castparts Corporation, Portland, USA, in (...)

The Australian Competition and Consumer Commission releases new guidelines for merger review
Australian Competition and Consumer Commission
ACCC publishes updated informal merger review process guidelines* The Australian Competition and Consumer Commission has released the ACCC’s Informal Merger Review Process Guidelines 2013. This follows a consultation process on a draft of the Guidelines with key stakeholders in July, including (...)

The Netherlands ACM clears the creation of a joint-venture for proton therapy between medical centers (HollandPTC)
Netherlands Authority for Consumers & Markets (The Hague)
ACM clears creation of proton-therapy joint venture The Netherlands Authority for Consumer and Markets (ACM) has cleared the creation of ‘HollandPTC,’ a joint venture for proton therapy between TDH Services (part of Delft University of Technology), Erasmus Holding and Leiden University Medical (...)

The Higher Regional Court Düsseldorf halts a Federal Cartel Office decision to unwind a 17 year old joint venture pending the outcome of an appeal against the decision (Chemie-Vertrieb)
Simmons & Simmons (Dusseldorf)
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Simmons & Simmons (Dusseldorf)
A German appeal court has halted a Federal Cartel Office (FCO) decision to unwind a 17 year old joint venture until the outcome of an appeal against the decision is known. In its interim decision, the court took the opportunity to: set out the requirements under German law for the FCO to find (...)

The Chinese MOFCOM announces its conditional clearance of a merger on the market for LCD TV controller chip (MediaTek / MStar)
King & Wood Mallesons (New York)
Another “Hold-Separate” Decision of MOFCOM—MediaTek’s Acquisition of MStar is Cleared with Conditions* On August 27, 2013, MOFCOM announced its conditional clearance on MediaTek Inc’s (“MediaTek”) 4 billion USD acquisition of MStar Semiconductor Inc (“MStar“) (the “Transaction“). This is the second (...)

The Chinese MOFCOM conditionally approves the acquisition of a semiconductor company for display and digital home platforms by a semiconductor company for wireless communications and digital multimedia solutions (MediaTek / MStar)
China Competition Bulletin (Beijing)
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China Competition Bulletin (Beijing)
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Institute of American Studies
On 26 August 2013, MOFCOM announced that it had conditionally approved the acquisition of MStar Semiconductor Inc. (MStar) by MediaTek Inc. (MediaTek). MediaTek is a fabless semiconductor company for wireless communications and digital multimedia solutions, and MStar is a semiconductor (...)

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 U.S. DoJ challenges an acquisition in the air transport sector (US Airways / American Airlines)
Wilson Sonsini Goodrich & Rosati (Washington)
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Wilson Sonsini Goodrich & Rosati (Washington)
On August 13, 2013 the U.S. Department of Justice (DOJ), six states, and the District of Columbia filed suit against US Airways Group, Inc. (US Airways) and AMR Corporation (American) alleging that the defendants’ proposed merger violates Section 7 of the Clayton Act. This marks the first time (...)

The German Competition Authority forbids a previously approved acquisition in the healthcare sector since the acquirer no longer intends to comply with conditions for clearance (Asklepios / Rhön)
German Competition Authority (Bonn)
Participation of Asklepios Group in rival Rhön-Klinikum retroactively prohibited - Asklepios no longer intends to comply with condition for clearance (sale of Goslar clinics)* Bonn, 30 July 2013: In spring this year the Bundeskartellamt approved plans by Asklepios Kliniken (...)

The Turkish Competition Board clears a joint venture in the natural gas market (Akpol / Gazprombank)
Kinstellar (Istanbul)
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Kinstellar
A. Introduction On 18 July 2013, the Turkish Competition Board (“Board”) issued its reasoned decision on the formation of a joint venture in Turkey by (i) Akpol İnşaat Mühendislik Proje ve Ticaret A.Ş. (“Akpol”) and (ii) Prima Energy Trading LLC (“Prima”), which is a wholly-owned subsidiary of (...)

The UK OFT clears acquisition in the broadcasting sector (BT / ESPN)
DLA Piper
The Office of Fair Trading (OFT) has cleared British Telecoms plc’s (BT) proposed acquisition of ESPN Global Ltd (ESPN), despite finding that the failing firm defence was not fulfilled. Factual Background ESPN was a wholly owned subsidiary of the US based television sports broadcaster ESPN (...)

The EU Commission approves an acquisition on the market for trading and clearing services for certain exchange traded derivatives (NYSE and ICE)
RSM US
European Commission approves acquisition of NYSE Euronext by InterContinental Exchange* On 24 June 2013, the European Commission issued a press release stating that it has cleared the acquisition of NYSE Euronext (“NYX”) by the InterContinental Exchange (“ICE”). Both NYX and ICE operate in future (...)

The EU Commission proposes significant changes to the EU merger regulation
Skadden, Arps, Slate, Meagher & Flom (Brussels)
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Skadden, Arps, Slate, Meagher & Flom (Brussels)
On June 20, 2013, the European Commission (Commission) launched a public consultation on a number of significant proposed changes to the EU Merger Regulation (EUMR). The proposed amendments relate to (i) the possible review of non-controlling minority shareholdings under the EUMR; (ii) the EU (...)

The EU Commission approves an acquisition on the market for TV-broadcasting (Central European Media Enterprises / Time Warner)
Stanford University - Stanford Law School
European Commission approves the acquisition of Central European Media Enterprises by Time Warner* On 14 June 2013 the European Commission issued a press release stating that it approved Time Warner’s acquisition of Central European Media Enterprises (“CME”). According to the Commission, the two (...)

The Hungarian Competition Authority publishes its revised merger regulations (Fúziós Dokumentumok)
Hungarian Competition Authority (Budapest)
The revised merger documents of the GVH come into force on 1 August* The Hungarian Competition Authority (GVH) modified its merger notice dealing with the differentiation between simplified (first phase) and full (second phase) proceedings, and the merger notification form. The documents are (...)

The UK Competition Commission, unlike the French NCA, rules that operator of channel tunnel between Great Britain and France may no longer offer ferry services from Dover (Eurotunnel / SeaFrance / MyFerryLink)
Jones Day (London)
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Jones Day (London)
The UK Competition Commission (“CC”) has prohibited Eurotunnel from operating ferry services at the port of Dover, following its June 2012 acquisition of three SeaFrance vessels. The decision is notable for two reasons. First, this decision differed from that of the French Competition Authority (...)

The Netherlands Authority for Consumers & Markets permits the establishment of a joint venture between undertakings in the healthcare sector, and clarifies when under the Dutch Competition Act a minority shareholder may exercise joint control over a concentration (Star MDC – Reinier de Graaf Groep)
Netherlands Ministry of Economic Affairs
Introduction On 30 May 2013 the Dutch Authority for Consumers & Markets (Autoriteit Consument & Markt, ACM) issued a decision clearing the establishment of a joint venture by two undertakings in the healthcare sector. The foundations Stichting Star-Medisch Diagnostisch Centrum (Star (...)

The French Competition Authority examines the creation of a joint venture in the animal nutrition sector after a referral of the European Commission (Glon Sanders & Euralis)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence will examine the creation of a joint venture by Glon Sanders (subsidiary of Sofiprotéol) and the Euralis cooperative group*. At the request of the undertakings, the European (...)

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 Chinese MOFCOM imposes complex behavioural remedies after identifying potential concerns about impact on competition in the import to China of soy beans (Marubeni / Gavilon)
First Principles Economics (FPE)
On the 23rd April 2013 MOFCOM published its 2nd merger decision of the year. It was a clearance, with conditions, of the merger between Marubeni Corp, a publicly listed company headquartered in Japan, and Gavilon Holdings LLC, a privately held company based in the USA. Process The parties (...)

The Chinese MOFCOM cleares conditionally an acquisition in the grain trading sector (Marubeni / Gavilon)
King & Wood Mallesons (New York)
MOFCOM Cleared Marubeni’s Acquisition of Gavilon with Conditions* On April 22, 2013, the Ministry of Commerce (“MOFCOM“) cleared the proposed acquisition of Gavilon Holdings, LLC (“Gavilon“) by Marubeni Corp (“Marubeni“) (the “Transaction”) with conditions. This is the second case conditionally (...)

The Chinese MOFCOM announces conditional clearance for a merger in the sensitive market of agriculture and food products (Marubeni / Gavilon)
Hogan Lovells (Beijing)
Recent Developments in Chinese Merger Control – MOFCOM Shifts up a Gear* The Chinese Ministry of Commerce (“MOFCOM“) has stepped up its merger control activities on many fronts in recent weeks, issuing ground-breaking decisions in the Glencore/Xstrata and Marubeni/Gavilon cases and circulating (...)

The US DOJ insists on divestiture of the entire US operations before approving acquisition in the beer industry (AB InBev / Grupo Modelo)
Cleary Gottlieb Steen & Hamilton (Cologne)
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Cleary Gottlieb Steen & Hamilton (Washington)
Introduction Early in his Second Inaugural Address, President Obama declared: “Together, we discovered that a free market only thrives when there are rules to ensure competition and fair play”. With this statement, President Obama became just the sixth president to make reference to the (...)

The Lithuanian Competition Authority fines petrol stations operator for infringement of merger control rules (Lukoil)
Valiunas Ellex (Vilnius)
The Competition Council of the Republic of Lithuania (the ’Council’) imposed a fine of approximately EUR 340 000 on UAB Lukoil Baltija (Lukoil), a petrol stations operator, for the failure to duly notify the Council of two notifiable concentrations and for the implementation thereof without the (...)

The Chinese MOFCOM clears conditionally an acquisition imposing both structural and behavioural remedies (Glencore / Xstrata)
King & Wood Mallesons (New York)
MOFCOM cleared Glencore’s acquisition of Xstrata with Conditions* On April 16, 2013, the Ministry of Commerce (“MOFCOM“) cleared the proposed acquisition of Xstrata plc (“Xstrata“) by Glencore International plc (“Glencore“) with conditions. Both structural and behavioral remedies are involved in the (...)

The Chinese MOFCOM clears merger in the mining industry (Glencore / Xstrata)
Mattel (Hong Kong)
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White & Case (Hong Kong)
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White & Case (London)
At long last, Glencore has overcome the final regulatory hurdle and secured the approval of China’s Ministry of Commerce (MOFCOM) to acquire the 66 percent of Xstrata that it does not already own. But not before agreeing to part with one of the prized assets in Xstrata’s portfolio, the Las Bambas (...)

The Competition Commission of India imposes a fine for belated merger filing in a global merger and acquisition transaction (Titan International / Titan Europe)
Cyril Amarchand Mangaldas (Mumbai)
The Competition Commission of India (“CCI”) recently imposed a penalty of INR 10 million (approximately USD 182,000) on Titan International, Inc., a tyre manufacturing company in the USA, for belatedly notifying its acquisition of the entire share capital of Titan Europe plc, based in the UK. The (...)

The Hungarian Competition Authority approves 13 acquisitions of control concerning 158 food retail stores across the country (Match, Profi and Cora)
Hungarian Competition Authority (Budapest)
Information about mergers on the food retail market* Substantial ownership shifts took place in the food retail market in Hungary between June 2012 and February 2013. During this period the GVH (Gazdasági Versenyhivatal - Hungarian Competition Authority) received 13 merger applications (...)

The German Competition Authority clears acquisition of a publishing business of the daily newspaper from an insolvent publishing house (Frankfurter Allgemeine Zeitung / Frankfurter Rundschau)
German Competition Authority (Bonn)
Bundeskartellamt clears acquisition of Frankfurter Rundschau by FAZ* Today the Bundeskartellamt has cleared plans by Frankfurter Allgemeine Zeitung GmbH or rather Frankfurter Societät GmbH, to acquire the publishing business of the daily newspaper Frankfurter Rundschau from the insolvent Druck- (...)

The Finnish Consumer and Competition Authority argues in Court against a merger between two suppliers of plastic infrastructure pipe systems (Uponor / KWH-Yhtymä)
Van Bael & Bellis (Brussels)
On 25 February 2013, the Finnish Competition and Consumer Authority (“FCCA”) made a proposal to the Market Court to prohibit a planned concentration between Uponor Oyj and KWH-Yhtymä Oyj, the two largest suppliers of plastic infrastructure pipe systems in Finland. This is only the third such (...)

The EU Commission prohibits a merger considering that efficiencies arguments were not enough verifiable (UPS / TNT Express)
Van Bael & Bellis (Brussels)
On 7 May 2014, the European Commission published a summary version of its 30 January 2013 decision prohibiting the acquisition of package delivery service TNT Express by rival United Parcel Service (UPS) (see VBB on Competition Law, Volume 2013, No. 1). The Commission had prohibited the deal (...)

The Common Market for Eastern and Southern Africa adopts new merger control filing regime
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Jones Day (London)
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Jones Day (Hong Kong)
The competition law regime for the Common Market for Eastern and Southern Africa ("COMESA") went live on 14 January 2013 with the creation of a new supra-national African competition law authority, the COMESA Competition Commission ("CCC"). The CCC will review any merger or acquisition where: (...)

The Portuguese Competition Authority imposes record fine for gun-jumping (Farminveste)
Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
At the end of December 2012, the Portuguese Competition Authority fined the Portuguese National Pharmacy Association and two subsidiaries of Portuguese company Farminveste € 150,000 for implementing their acquisition of pharmaceutical company ParaRede-Glintt without obtaining prior merger (...)

The EU General Court upholds fine imposed on energy corporation for failing to notify a transaction highlighting the importance of compliance with EU merger control filing requirements (Electrabel)
Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (London)
1. Introduction On 12 December 2012 the EU General Court dismissed Electrabel’s appeal against the €20 million fine the European Commission had imposed on it for failing to notify a transaction - the acquisition of a minority shareholding - to the Commission under the EU Merger Regulation (...)

The Chinese MOFCOM conditionally clears an off-shore joint venture involving European computer technology groups (ARM / Giesecke & Devrient / Gemalto)
First Principles Economics (FPE)
On the 6th December 2012 MOFCOM published its 6th and last merger decision of the year - a clearance, with conditions, of the Trustonic joint venture between ARM, Giesecke & Devrient (G&D), and Gemalto. Process The parties submitted their initial notification on 4th May 2012. MOFCOM (...)

The U.S. DOJ and the New York Attorney General challenge NYC tour bus joint venture
Jones Day (Houston)
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Milbank, Tweed, Hadley & McCloy (New York)
The U.S. Department of Justice and the New York State Attorney General have filed an antitrust lawsuit to dissolve a joint venture between two New York City tour bus companies that effectively merged their operations and eliminated competition between them. This enforcement action demonstrates (...)

The German Competition Authority prohibits joint venture in chemicals trading sector (Chemie-Vertrieb)
European Commission (Brussels)
Germany: The Bundeskartellamt prohibits Joint Venture in Chemicals Trading Sector* On 21 November 2012, the Bundeskartellamt (BKartA) issued a prohibition decision concerning a joint venture of two chemicals trading companies. The joint venture in question, CVH Chemie-Vertrieb GmbH & Co (...)

The EU Commission approves joint-venture offering enhanced security services for applications such as mobile payments running on smartphones and tablets (Giesecke & Devrient / Gemalto)
Stanford University - Stanford Law School
European Commission approves joint-venture in the market of Trusted Execution Environments* On 7 November 2012, the European Commission has approved, subject to conditions, the creation of the joint-venture (“the JV”) between ARM, Giesecke & Devrient and Gemalto, under the European (...)

The French Competition Authority clears, subject to conditions, a merger in the maritime transport sector (Eurotunnel / SeaFrance / MyFerryLink)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence clears, subject to conditions, the acquisition of certain SeaFrance assets by the Eurotunnel group* The Autorité de la concurrence has just cleared, subject to certain (...)

The Canadian Competition Bureau and airline companies reach agreement on controversial transborder joint venture (Air Canada, United Continental)
Canadian International Joint Commission
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Canadian International Joint Commission
Introduction On 23 October 2012 Canada’s Competition Bureau (the Bureau), an independent law enforcement agency that assists the Commissioner of Competition (the Commissioner) in the administration and enforcement of the Competition Act, reached a consent agreement with Air Canada and United (...)

The Spanish National Court annuls a merger control clearance decision because the notification thresholds were not reached (Consenur / Ecotec)
Baker McKenzie (Madrid)
The Spanish National Court (Audiencia Nacional, "AN") adopted a judgment on 19 September 2012 annulling the Decision of the Spanish National Competition Commission (Comisión Nacional de la Competencia, "CNC") of 10 March 2010 that authorised the concentration consisting in the acquisition by (...)

The UK OFT accepts commitments offered by a party to a completed acquisition in lieu of referring the case to the Competition Commission (Vue Entertainment International / Apollo Cinemas)
Herbert Smith Freehills (Brussels)
In May 2012 Vue Entertainment International Limited ("Vue") acquired sole control of Apollo Cinemas Limited ("Apollo"). In its decision of 24 August 2012 published in October 2012, the Office of Fair Trading ("OFT") stated that the acquisition had resulted or may be expected to result in a (...)

The Italian Competition Authority authorizes with conditions the acquisition of certain assets of a shipping company by a company jointly controlled by a private equity firm and by another shipping company (Compagnia Italiana di Navigazione / Ramo di Azienda di Tirrenia di Navigazione)
Legance - Studio Legale Associato
1. The sale process of Tirrenia and the proceeding before the European Commission The present concentration concerns the sale of the main assets of the shipping company Tirrenia, previously controlled by the Italian State. Due to the economic and financial difficulties suffered by Tirrenia, on (...)

The Turkish Competition Board unconditionally approves an acquisition in the markets for metal packaging coatings and metal decorating inks (Akzo Nobel / Metlac)
GlaxoSmithKline (Istanbul)
On 27 August 2012, the Turkish Competition Board (the “TCB”) made public the reasoning for its unconditional clearance decision on the acquisition of Metlac Holding S.r.l. (“Metlac Holding”) and its subsidiaries by Akzo Nobel Coatings Int. B.V. (“ANCI”), a transaction which has already been cleared (...)

The Brazilian CADE enforces the new competition act: merger review developments
Magalhães Nery e Dias (Sao Paulo)
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Magalhães Nery e Dias (Sao Paulo)
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Magalhães Nery e Dias (Sao Paulo)
Introduction It has been almost one year since, in May 29, 2012, a new Competition Act (Law 12.529/11) came into force in Brazil, radically altering the country’s antitrust framework. The purpose of the long-awaited new law was to allow the competition regulator (the Administrative Council of (...)

The Brazilian Parliament adopts new merger law, with increase in filing thresholds and new merger regulations
Milbank, Tweed, Hadley & McCloy (New York)
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Jones Day (Sao Paulo)
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Jones Day (New York)
On May 29, 2012, Brazil’s New Merger Law entered into force and the Administrative Council for Economic Defense ("CADE") issued Merger Regulations that further define what transactions must be reported and what filing procedures followed in Brazil’s new pre-merger control regime. On May 31, (...)

The Chinese MOFCOM again uniquely imposes AML conditions on a transaction in the smartphone sector (Google / Motorola Mobility)
Ingram Yuzek Gainen Carroll & Bertolotti
The notification for Google‘s acquisition of Motorola Mobility was submitted to China’s Ministry of Commerce on 30 September 2011. It was ultimately accepted on 21 November 2011 by MOFCOM after supplementation. At the expiration of the Phase III, or extended Phase II, period, on 19 May 2012, (...)

The UK Competition Commission finds a substantial lessening of competition (SLC) based on coordinated effects (Anglo American / Lafarge)
Herbert Smith Freehills (Brussels)
On 1 May 2012 the Competition Commission (CC) published its decision on the anticipated joint venture between Anglo American PLC and Lafarge SA in the market for construction materials. The CC concluded that the proposed joint venture would give rise to a substantial lessening of competition in (...)

The UK Competition Commission finds that the joint venture between two of the largest suppliers of construction materials in the UK would give rise to substantial lessening of competition based on coordinated effects (Anglo American / Lafarge)
Herbert Smith Freehills (Brussels)
On 1 May 2012 the Competition Commission (CC) published its decision on the anticipated joint venture between Anglo American PLC and Lafarge SA in the market for construction materials. The CC concluded that the proposed joint venture would give rise to a substantial lessening of competition in (...)

The Hungarian Competition Office clears the acquisition of the prospective owner and operator of the gas interconnector between Slovakia and Hungary by two state owned companies (Magyar Villamos Művek / MFB Invest Befektetési és Vagyonkezelő / Magyar Gáz Tranzit)
Philip Morris
The Hungarian Competition Office (“HCO”) has approved the acquisition of joint control by Magyar Villamos Művek Zrt. (“MVM”), MFB Invest Befektetési és Vagyonkezelő Zrt. (“MFB Invest”) over Magyar Gáz Tranzit Zrt. (“MGT”), the prospective owner and operator of the gas interconnector between Slovakia and (...)

The Hungarian Competition Office approves the creation of a joint venture for mobile phone services (MPVI Mobil)
Philip Morris
,
Kinstellar (Budapest)
The newly established joint venture company, MPVI, which was approved by the HCO intends to provide mobile radio telephone services on the basis of its right to use a frequency use. The Hungarian mobile telephone market is currently dominated by three key players (Magyar Telekom, Telenor and (...)

The Chinese MOFCOM clears acquisition in the hard disk drive business (Western Digital / Hitachi)
,
McDermott Will & Emery (Shanghai)
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McDermott Will & Emery (Shanghai)
Recently China’s Ministry of Commerce (MOFCOM) approved Western Digital’s proposed acquisition of Hitachi’s hard disk drive business on a conditional basis. Containing the most comprehensive clearance conditions ever imposed by MOFCOM, this decision mirrors previous guidance issued by the (...)

The Chinese MOFCOM clears an acquisition in the desktop hard drive disks market but imposes both structural and behavioral remedies (Western Digital / Hitachi)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
,
Skadden, Arps, Slate, Meagher & Flom (Hong Kong)
Companies contemplating global mergers,acquisitions and joint ventures should be aware that the Ministry of Commerce (MOFCOM), China’s antitrust agency tasked with merger control, is increasingly imposing competition remedies exceeding those required by the European Commission, U.S. Federal (...)

The UK Competition Commission gives a provisional clearance to the anticipated joint venture between in-flight catering services companies (Alpha Flight / LSG Lufthansa Service)
Herbert Smith Freehills (Brussels)
Introduction On 10 October 2011, the UK Office of Fair Trading (the «OFT«) referred the anticipated 50/50 joint venture between in-flight catering services companies Alpha Flight Group Limited («Alpha«) and LSG Lufthansa Service Holding AG («LSG«) to the Competition Commission (the «CC«), for an (...)

The EU Commission blocks a merger due to its potential effect on European financial derivatives traded on the stock exchange (NYSE Euronext / Deutsche Börse)
Mayer Brown (Paris)
,
Greenberg Traurig (London)
,
Mayer Brown (Brussels)
On 1st February 2012, the European Commission adopted its decision prohibiting the USD 10.2 billion merger between Deutsche Börse (DB) and NYSE Euronext (NYSE). The decision is notable not the least because it is rare for the Commission to block a merger. Only 21 have been blocked compared (...)

The EU Commission blocks proposed merger of stock exchange groups as it would create a quasi-monopoly in the European exchange-traded derivatives industry (NYSE Euronext / Deutsche Börse)
Wolters Kluwer (Riverwoods)
Deutsche Börse and NYSE Euronext Blame “Narrow” Market Definition for EC’s Objection to Combination* Despite a U.S. Department of Justice decision to clear the deal, the European Commission (EC) today blocked the proposed merger of NYSE Euronext and Deutsche Börse. The EC determined that the (...)

The Spanish National Competition Commission fines companies for gun jumping based on an unprecedentedly broad concept of control (Gestamp/ Essa Bonmor)
Cuatrecasas, Goncalves Pereira (Madrid)
,
Cuatrecasas, Goncalves Pereira (Barcelone)
On January 30, 2012, the Spanish Competition Commission (Comisión Nacional de la Competencia, “CNC”) imposed fines of €124.400 on two groups in the automotive components sector, Gestamp and Estampaciones Sabadell, for allegedly executing a notifiable concentration without authorization. The CNC (...)

The Slovak Antimonopoly Office approved a joint venture in the chemical sector (Henkel/Tiande)
Havel, Holasek & Partners (Brno)
,
Havel, Holasek & Partners (Brno)
Relevant facts Antimonopoly Office of the Slovak Republic, Department of concentrations ("Office") approved the concentration consisting in the creation of a joint venture of Henkel Hong Kong Holding Limited ("Henkel") and Tiande Chemical Holdings Limited ("Tiande"). Proceedings before the (...)

The Chinese MOFCOM conditionally approves a merger between two leading hard drive disks manufacturers (Seagate / Samsung)
Jones Day (Beijing)
,
Gibson Dunn (Hong Kong)
,
Jones Day (Beijing)
China’s Ministry of Commerce (MOFCOM) has approved Seagate’s acquisition of the hard drive disk division of Samsung Electronics ("Samsung HDD") under China’s Anti-Monopoly Law ("AML"), but imposed conditions to ensure that Samsung, although controlled by Seagate, remains an independent competitor. (...)

The Dutch Competition Authority clears veal merger (Van Drie / Alpuro)
Liberty Global (Amsterdam)
The merger The merger involved the acquisition of Alpuro Holding BV (“Alpuro”) by Van Drie Holding BV (“Van Drie”). The merger was announced on 19 November 2009. Van Drie is active throughout the entire production chain for producing veal. This cover the production and sale of veal feed (i.e. (...)

The Chinese MOFCOM conditionally approves the acquisition of the HDD business of a Korean electronics company by a US competitor (Seagate / Samsung)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
,
Skadden, Arps, Slate, Meagher & Flom (Hong Kong)
Companies contemplating global mergers,acquisitions and joint ventures should be aware that the Ministry of Commerce (MOFCOM), China’s antitrust agency tasked with merger control, is increasingly imposing competition remedies exceeding those required by the European Commission, U.S. Federal (...)

The Chinese MOFCOM conditionally publishes a conditional approval of a transaction in the coal sector under Anti-Monopoly Law (Shenhua JV)
Jones Day (Beijing)
,
Gibson Dunn (Hong Kong)
,
Jones Day (Beijing)
The Chinese Ministry of Commerce ("MOFCOM") has published a conditional approval of proposed transaction under China’s Anti-Monopoly Law ("AML"). This decision reflects China’s view of the broad reach of the AML’s merger provisions and the lengthy procedure that merging parties can expect. (...)

The Chinese MOFCOM conditionally clears a joint venture involving a Chinese State-owned company in order to license coal-water slurry gasification technology (GE / Shenhua)
King & Wood Mallesons (New York)
MOFCOM Imposed Conditions on SOEs - GE/Shenhua Deal* Only 10 days after its conditional clearance of the Alpha V/Savio deal, the Ministry of Commerce (MOFCOM) published, on 10 November 2011, the third conditional merger clearance of this year approving the proposed joint venture between (...)

The European National Competition Authorities agree best practices on cooperation in merger review
European Commission (Brussels)
EU Competition Authorities: EU National Competition Authorities agree Best Practices on Cooperation in Merger Review* On 9 November 2011, the Heads of European national competition authorities (NCAs) and the European Commission agreed a set of best practices which aim to foster cooperation and (...)

The EU Commission and the European National Competition Authorities agree on best practices concerning cross-border mergers
University of Berkeley
EU and European National Competition Authorities agree on best practices concerning cross-border mergers* The European National Competition Authorities ("NCAs") and the European Commission have agreed on “Best Practices on Cooperation between EU National Competition Authorities in Merger (...)

The UK Competition Commission finds no substantial lessening of Competition in an acquisition in the treasury management advisory services (Sector Treasury Services, Butlers, ICAP PLC)
Herbert Smith Freehills (London)
Background On 31 March 2011, the Office of Fair Trading ("OFT") referred to the Competition Commission ("CC") for investigation and report under the Enterprise Act 2002 ("the Act") the completed acquisition by Sector Treasury Services Limited ("STS") of Butlers, a trading division of ICAP plc (...)

The Chinese MOFCOM conditionally clears the acquisition in the electronic yarn clearers for automatic winders (Penelope / Savio)
King & Wood Mallesons (New York)
MOFCOM’s 8th Conditional Clearance - Alpha V/Savio Deal* On 31 October 2011, the Ministry of Commerce (MOFCOM) publicly announced the eighth conditional merger clearance since the enactment of the Anti-monopoly Law (AML) in 2008. According to its announcement , MOFCOM cleared the proposed (...)

The Swedish Competition Authority clears in second phase a merger in the dairy market in a case raising failing firm issues (Arla Foods / Milko)
Cosmetics Europe
Background The parties to the transaction, i.e. Arla Foods amba ("Arla Foods") and Milko ekonomisk förening ("Milko") are two independent producers and suppliers of dairy products to Swedish customers. Both parties are organised as farmer cooperatives which collect raw milk from farmers for (...)

The European Commission together with the US DoJ and FTC jointly issues revised best practices on cooperation in merger investigations
Sullivan & Cromwell (Brussels)
,
Wilson, Sonsini, Goodrich & Rosati (Brussels)
,
Wilson Sonsini Goodrich & Rosati (Washington)
This article is the winner for the business category, mergers section of the 2012 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The Competition Directorate-General of the European Commission (DG Competition) and the Department of Justice (DOJ) and (...)

The UK OFT refers the anticipated joint venture between two in-flight caterers to the Competition Commission for in-depth investigation (Alpha Flight Group / Lufthansa Service)
Herbert Smith Freehills (Brussels)
Introduction On 10 October 2011, the UK Office of Fair Trading (the "OFT") referred the anticipated 50/50 joint venture between in-flight catering services companies Alpha Flight Group Limited ("Alpha") and LSG Lufthansa Service Holding AG ("LSG") to the Competition Commission (the "CC"), for (...)

The Spanish Antitrust Authority adopts communications on termination of proceedings by commitments and on short-form notification of concentrations
European Commission (Brussels)
Spain: The CNC adopts Communications on Termination of Proceedings by Commitments and on Short-Form Notification of Concentrations* The Spanish antitrust authority, the Comisión Nacional de la Competencia (CNC) has approved two Communications on 28 September 2011. The first Communication on (...)

The US DoJ conditions approval of a joint venture upon behavioral remedies, such as specific terms of licensing and management of video content, in the industries of online video distribution and video programming (Comcast and NBC Universal)
Crowell & Moring (Washington)
,
Crowell & Moring (Washington)
,
United Airlines
U.S. antitrust agencies, in a flurry of recent actions, have reinvigorated vertical merger enforcement, claiming competitive harm from what, in the past, would potentially have been viewed as efficiency-enhancing vertical integration. The Department of Justice (“DOJ”), in particular, has (...)

The US DoJ seeks conduct remedies prior to approving a joint venture in order to prevent exclusionary conduct in the markets for online video distribution and video programming (Comcast and NBC Universal)
American University’s Washington College of Law
The Federal Communication Commission’s recent decision to allow the transaction between Comcast and General Electric’s NBC Universal (NBCU) affiliate to proceed subject to conditions1 helped to fill a gap in the contemporary treatment of vertical mergers. The existence of this gap was (...)

The German Competition Authority releases new draft guidance on substantive merger control
European Commission (Brussels)
Germany: The Bundeskartellamt releases new Draft Guidance on substantive Merger Control* On 21 July 2011, the Bundeskartellamt (BKartA) published its “Draft Guidance on Substantive Merger Control” for public consultation. The document is intended to provide guidance to companies and enhance (...)

The Canadian Competition Bureau challenges proposed airline joint venture (Air Canada and United Continental)
Canadian International Joint Commission
,
Canadian International Joint Commission
Gavin Murphy, barrister and solicitor, Ottawa, Canada. The author serves on the editorial advisory boards of the Commonwealth Law Bulletin and the Journal of Parliamentary and Political Law. Shane Zurbrigg is a second year law student at the University of Ottawa. The views expressed in this (...)

The Canadian Competition Bureau seeks to unwind proposed airline joint venture (Air Canada and United Continental)
Canadian International Joint Commission
Introduction Canada’s Competition Bureau (the "Bureau"), an independent law enforcement agency that assists the Commissioner of Competition (the "Commissioner") in the administration and enforcement of the Competition Act (the "Act"), wants to ground Air Canada. The Bureau announced on 27 June (...)

The Cyprus Competition Authority accepts a proposed concentration in the market of supply of airport passenger (Swissport Cyprus and Handling)
Neocleous (Nicosia)
Factual Background The Cyprus Commission for the Protection of Competition (CPC) has recently issued its decision regarding the notification of a proposed concentration between Swissport Cyprus Limited and LGS Handling Limited for the creation of a joint venture S & L Airport Services (...)

The EU Commission clears a joint venture in the pharmaceutical sector, after examining possible coordination between Chinese State-owned companies (DSM / Sinochem)
Van Bael & Bellis (Brussels)
In a decision of 19 May 2011, the European Commission unconditionally cleared the creation of a joint venture between Dutch pharmaceutical company DSM and Chinese State-owned conglomerate Sinochem. The joint venture will be active primarily in antibiotics and other anti-infective products. In (...)

The Indian Competition Commission publishes new rules for mergers review
Linklaters (Brussels)
,
Linklaters (Washington)
,
Linklaters (London)
After years of debate, the Indian Government recently announced that the Competition Commission of India ("CCI") will be given powers to approve or prohibit certain mergers, acquisitions and joint ventures. The new powers take effect on 1 June 2011. This memorandum reflects the key procedural (...)

The German Bundeskartellamt fines an undertaking operating in the metal recycling market for having implemented a concentration without merger approval (Interseroh)
Heinz & Zagrosek (Köln)
The FCO continuously fines merger implementation without prior approval* On May 10, 2011, the FCO fined Interseroh in the amount of €206,000 for having implemented a concentration without merger approval. The decision is the second instance this year in which the FCO imposed a fine for (...)

The EU Commission approves the creation of a joint venture between two Brazilian groups that will combine their respective activities in the orange juice sector (Votorantim / Fischer)
"Merger: main developments between 1 May and 31 August 2011"* The Commission approved on 4 May 2011 the creation of a joint venture between the Brazilian groups Votorantim and Fischer that will combine their respective activities in the orange juice sector. Votorantim and Fischer, two (...)

The EU Commission clears in phase II the creation of the leading orange juice supplier (Votorantim / Fischer)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
,
European Commission - DG COMP (Brussels)
"Votorantim / Fischer / JV Squeezing oranges, not consumers"* Introduction Last year the Commission adopted a decision in what has come to be known as the “orange juice case” , as it dealt with the creation of the leading orange juice supplier to the European market. The Brazilian groups (...)

The EU Commission unconditionally clears "orange juice" joint venture after second phase investigation (Votorantim / Fischer / JV)
Van Bael & Bellis (Brussels)
On 4 May 2011, following an in-depth second phase investigation, the European Commission unconditionally cleared the creation of a joint venture between Votorantim and Fischer, combining their orange juice businesses. By combining two of the largest orange juice businesses in the world, the (...)

The Brazilian Administrative Council for Economic Defence approves the first voluntary divestment transaction (Owens Corning, Chongqing Polycomp International)
Inglez, Werneck, Ramos, Cury e Françolin Advogados
Brazil’s first voluntary divestment was approved by the Administrative Council for Economic Defence (CADE), involving the sale by the U.S. fibreglass manufacturer Owens Corning of its Brazilian fibreglass reinforcement plant to Chongqing Polycomp International Corporation, a Chinese company. On (...)

The EU Commission clears in phase I a merger in the silicon sector examining possible coordination by the Chinese State of market behaviour of Chinese State-owned companies (China National Bluestar/Elkem)
Skadden, Arps, Slate, Meagher & Flom (Brussels)
How to deal with Chinese State-owned Enterprises under the EUMR?* On 13 September, the Commission published its decision of 31 March 2011 in China National Bluestar/Elkem. After DSM/Sinochem/JV (decision of 10 May but published in June), this was the second published decision which dealt in (...)

The UK Office of Fair Trading refers an anticipated acquisition of travel services providers to the Competition Commission (Thomas Cook / Co-operative Group / Midlands Co-operative Society)
CRA International (London)
I. The transaction The transaction involves Thomas Cook acquiring control of the retail travel business of the Co-operative Group (“CGL”) and Midlands Co-operative Society (“Midlands”). Thomas Cook is a vertically integrated tour operator offering package holidays, flights, accommodation and other (...)

The German Federal Cartel Office prohibits online video platform joint venture (RTL and Pro7sat1)
Jones Day (Frankfurt)
,
Jones Day (Dusseldorf)
,
Jones Day (Frankfurt)
On March 17, 2011, the German Federal Cartel Office (Bundeskartellamt) rejected plans by German broadcasting groups RTL and Pro7Sat1 to launch a joint venture for the creation and operation of an online video platform. This decision illustrates how in Europe, particularly in Germany, antitrust (...)

The German Federal Cartel Office blocks a joint‐venture for the creation of an online video on demand platform by the two leading German TV broadcasters (RTL / Pro7Sat1)
NOCON
I. Transaction RTL and Pro7Sat1 planned to set up an online video on demand (VOD) platform which allows users toaccess and watch professional video content. The concept of the platform was to provide content that has already been transmitted on TV and can be accessed free of cost for seven (...)

The UK OFT decides to clear proposed national address gazetteer joint venture on the basis of the de minimis exception (Ordnance Survey and Local Government)
Herbert Smith Freehills (Brussels)
I. Introduction and background Ordnance Survey (OS) is an independent non-ministerial government department which produces a wide range of mapping products. Local Government Improvement and Development (LGID) is the business name of the Improvement and Development Agency for Local Government (...)

The EU Commission prohibits the proposed merger between two Greek airlines companies as it would have resulted in a quasi-monopoly on the Greek air transport market (Aegean Airlines / Olympic Air)
Merger: main developments between 1 January and 30 April 2011* The European Commission has prohibited on 26 January the proposed merger between Aegean Airlines and Olympic Air, as it would have resulted in a quasi-monopoly on the Greek air transport market. This would have led to higher fares (...)

The EU Commission blocks a merger as its clearance would have resulted in a quasi-monopoly on the Greek air transport market (Olympic Air / Aegean Airlines)
University of East Anglia - CCP (Norwich)
Article published on Centre for Competition Policy blog. EU Commission Steers Clear of another Antitrust Disaster in Greek Air Transport, but for how long?* This month, the European Commission blocked the proposed merger between Greece’s two main airlines, Olympic Air and Aegean Airlines. What (...)

The German Competition Authority acknowledges withdrawal of merger between two companies active in the iron ore sector (BHP Billiton and Rio Tinto)
Van Bael & Bellis (Brussels)
On 18 October 2010, BHP Billiton and Rio Tinto announced that they have abandoned plans to enter into a proposed $120 billion joint venture combining their Western Australian iron ore production activities in light of strong resistance from regulators, including the Commission and the German (...)

The EU Commission refers the assessment of the joint venture between two German private broadcasters to the competition authorities of Austria and Germany, at their request (ProSie-benSat.1 / RTL)
Main developments between 1 September and 31 December 2010* On 24 September 2010 the European Commission referred the assessment of the joint venture between the German private broadcasters ProSie-benSat.1 and RTL to the competition authorities of Austria and Germany, at their request. The (...)

The French Competition Authority clears a merger between several agricultural cooperatives in Brittany (Triskalia)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence authorizes the merger of the Coopagri Bretagne, Union Eolys and CAM 56 agricultural cooperatives.* In its decision on 9 September 2010, the Autorité de la concurrence authorized (...)

The EU General Court dismisses an airline’s appeal against the Commission’s decision not to divest a minority shareholding post-merger (Ryanair / Aer Lingus)
European Commission - DG ENER
Yes, we can (prohibit) – The Ryanair/Aer Lingus merger before the Court* I. Introduction In two judgments handed down on 6 July 2010, the General Court upheld the Commission’s June 2007 decision to prohibit the planned merger between Ryanair and Aer Lingus (Case T-342/07) and dismissed Aer (...)

The EU Commission approves the creation of a joint venture between French incumbent railway operator and UK railways company (SNCF / LCR / Eurostar )
"Mergers: main developments between 1 May and 31 August 2010"* The Commission approved on 17 June the proposed creation of the ‘New Eurostar’ joint venture by the French incumbent railway operator SNCF and London Continental Railways (LCR) of the UK. SNCF provides rail passenger and freight (...)

The French Competition Authority authorises the creation of a mutual insurance group company by three insurance companies (MACIF, MAIF & MATMUT)
French Competition Authority (Paris)
Press Release published on the official website of the French Competition Authority. The Autorité de la concurrence authorises the pooling of certain activities of the MACIF, the MAIF and the MATMUT.* In its decision of 2 June 2010, the Autorité authorised the creation of a mutual insurance (...)

The EU Commission clears subject to conditions an acquisition on the market for video communication systems via internet (Cisco / Tandberg)
Stanford University - Stanford Law School
European Commission clears Cisco’s acquisition of Tandberg, subject to conditions* On 29 March 2010, the European Commission approved the proposed acquisition of Norway’s Tandberg, a vendor of video communications systems, by Cisco Systems subject to conditions. On the same day, just one hour (...)

The European Commission refers to the Hellenic Competition Authority the examination of a proposed acquisition in the oil sector (Motor Oil (Hellas) Corinth Refineries/Shell Overseas Holdings)
"Merger: main developments between 1 January and 30 April 2010" The Commission has referred to the Hellenic Competition Authority the examination of the proposed acquisition of Shell’s oil sector activities in Greece by Motor Oil of Greece, on 15 March. The transaction includes the creation of (...)

The EU Commission conditionally approves joint venture between two UK mobile network operators (T-Mobile, Orange)
European External Action Service
,
European Commission - DG COMP (Brussels)
,
European Commission - DG COMP (Brussels)
"Of spectrum and Radio Access Networks: the T-Mobile/Orange joint venture in the UK"* I. Introduction On 8 September 2009, France Télécom and Deutsche Telekom, the French and German incumbent telecommunication operators, announced a 50/50 joint venture between their UK subsidiaries, Orange and (...)

The EU Court of First Instance dismisses an appeal against a Commission’s decision clearing a joint venture in the music sector (Impala)
Van Bael & Bellis (Brussels)
On 30 September 2009, the Court of First Instance adopted an order dismissing an appeal brought by the Independent Music Publishers and Labels Association (Impala) against the European Commission’s second decision clearing the joint venture between the global recorded music businesses of Sony (...)

The UK’s Office of fair trading clears merger in newspaper and magazine distribution sector by reference to forward-looking counterfactual (Completed acquisition by Smiths News Trading Limited of Certain Assets of Surridge Dawson Limited)
Herbert Smith Freehills (Brussels)
On 28 August 2009, the UK’s Office of Fair Trading ("OFT") announced that it had unconditionally cleared the acquisition of assets by Smiths News from Surridge Dawson (the "Transaction"). Both parties were active in the supply of wholesale newspaper and magazine distribution in the UK. The (...)

The EU Court of First Instance dismisses an appeal against Commission’s first decision on a joint venture in the music sector (Impala)
Van Bael & Bellis (Brussels)
On 30 June 2009, the Court of First Instance adopted an order dismissing Impala‘s appeal against the European Commission’s first decision clearing the joint venture between the global recorded music businesses of Sony Corporation and Bertelsmann Music Group (BMG). This dismissal is the most (...)

The German Federal Court of Justice decides on the compatibility of non-competition clauses to the detriment of minority shareholders with Art. 101 Para. 1 TFEU and Sec. 1 ARC (Gratiszeitung Hallo)
Gleiss Lutz (Munich)
,
Milbank, Tweed, Hadley & McCloy (Munich)
On 23 June 2009, the German Federal Court of Justice overruled three judgments of the Higher Regional Court of Düsseldorf and remitted the cases back for further proceedings. In the joint proceedings before the Federal Court of Justice, the court had to decide whether a non-competition clause to (...)

The EU Commission imposes a fine of € 20 M on electricity producer and retailer for acquiring control of a French electricity producer, without having received prior approval under the EU Merger Regulation (Electrabel / Compagnie Nationale du Rhône)
"Mergers: main developments between 1 May and 31 August 2009"* The Commission imposed a fine of 20 million euros on Electrabel, an electricity producer and retailer belonging to the Suez Group (now GDF Suez) for acquiring control of Compagnie Nationale du Rhône (CNR), a French electricity (...)

The EU Commission fines Belgian electricity undertaking for infringing the standstill obligation under Merger proceedings (Electrabel / CNR)
New Horizon Partners
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European Commission - DG COMP (Brussels)
,
European Commission - DG COMP (Brussels)
"Electrabel/CNR: the importance of the standstill obligation in merger proceedings"* On 26 March 2008, Electrabel SA (“Electrabel”), a Belgian electricity company which is part of the French group, Suez (now GDF Suez), notified to the Commission a concentration consisting in the acquisition of (...)

The EU Commission imposes a twenty million euros fine against Belgian electricity supplier for failure to notify a merger (Electrabel / CNR)
Linklaters (Hong Kong)
,
Cadwalader Wickersham & Taft (Brussels)
,
Bird & Bird (Brussels)
On 10 June 2009, the European Commission (EC) imposed a fine of € 20 M on Belgian electricity supplier Electrabel for implementing a merger without seeking its prior approval, in breach of the EC Merger Regulation (ECMR). This decision merits attention not only because it is one of only a (...)

The German Federal Cartel Office backs further consolidation in the dairy sector by inter alia authorizing the creation of a marketing joint venture between two dairy companies (Humana / Nordmilch / JV)
Freshfields Bruckhaus Deringer (Berlin)
,
Freshfields Bruckhaus Deringer
On 9 June 2009, the Federal Cartel Office (FCO) cleared the creation of a marketing joint venture between two dairy companies, Humana Milchindustrie GmbH (Humana) and Nordmilch AG (Nordmilch), that will pool sales of their respective dairy products. 1. Confirmation of settled market definition (...)

The UK OFT accepts failing firm defence to clear entertainment retail merger (HMV / ZAVVI)
Herbert Smith Freehills (Brussels)
On 28 April 2009, the Office of Fair Trading (“OFT”) announced that it had decided to clear the acquisition of 15 stores belonging to the Zavvi entertainment retail chain by HMV plc (“HMV”) on the basis that the Zavvi stores were a “failing firm”. The so-called failing firm defence can override prima (...)

The Chinese MOFCOM publishes sets of guidelines and regulations on merger review providing guidance on what counsels need to know about the China’s Anti-Monopoly Law
White & Case (Beijing)
,
Mattel (Hong Kong)
China’s Anti-Monopoly Law (AML), which went into effect on 1 August 2008, establishes China as one of the world’s most important merger review authorities, along with the U.S. and EC. The Anti-Monopoly bureau (AMB) of China’s Ministry of Commerce (MOFCOM) recently shed light on how it will (...)

The Chinese MOFCOM publishes sets of guidelines and regulations on merger review providing guidance on what counsels need to know about the China’s Anti-Monopoly Law
White & Case (Beijing)
,
Mattel (Hong Kong)
China’s Anti-Monopoly Law (AML), which went into effect on 1 August 2008, establishes China as one of the world’s most important merger review authorities, along with the U.S. and EC. The Anti-Monopoly bureau (AMB) of China’s Ministry of Commerce (MOFCOM) recently shed light on how it will (...)

The Chinese MOFCOM Anti-Monopoly Bureau publishes sets of guidelines and regulations providing further detail on implementation of the Anti-Monopoly Law
White & Case (Beijing)
,
Mattel (Hong Kong)
The Anti-Monopoly Bureau (“AMB”) of China’s Ministry of Commerce (“MOFCOM”) recently published seven sets of guidelines and regulations that provide further detail on implementation of the Anti-Monopoly Law (“AML”), which went into effect August 1, 2008. As described below, the guidance clarifies the (...)

The Dutch Competition Authority clears a joint venture for the rollout and management of an optical fiber network subject to behavioural remedies (Reggefiber)
RBB Economics (The Hague)
,
RBB Economics (Brussels)
Introduction On 19 December 2008 the Dutch Competition Authority (Nederlandse Mededingingsautoriteit, hereafter the NMa) authorized a joint venture (JV) by KPN and Reggefiber conditional upon behavioural remedies . The imposed remedies address the focal points of OPTA’s most recent Market (...)

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
,
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 Polish Competition Authority clears the setting-up of a joint venture by the leading mobile operators taking into account the high costs of building a specific infrastructure (Mobile TV - P4, Polkomtel, PTC and Centertel)
European University Institute (Florence)
The notified concentration In August 2008, the four largest mobile operators in Poland, Polkomtel, PTC, Centertel and P4, notified the UOKiK (the Office of Competition and Consumer Protection) about their intention to set up a new undertaking that would provide wholesale audiovisual (...)

The Polish Competition Authority clears a joint venture of mobile network operators holding nearly 100% of the market (P4, Polkomtel, PTC and Centertel)
WilmerHale (Brussels)
Situation on the market P4, Polkomtel, PTC and PTK-Centertel are mobile network operators holding 99,9% of the market of retail mobile telecommunication services in Poland. They offer their services under the respective brands of Play, Plus, Era and Orange, and decided to create a joint (...)

The French Minister of Economy clears in Phase I a merger in the market for free newspapers with classified ads (Spir-S3G / JV)
PagesJaunes
In 2006, prior to the transaction at hand, the French Minister of Economy (heareafter the ‘Minister’) cleared the Spir-S3G/JV transaction, subject to undertakings, whereby two joint ventures between Spir Communication (‘Spir’) and the Société des Gratuits de Guyenne et Gasconne (‘S3G’) (together (...)

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)
,
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 Turkish Competition Authority approves a joint venture in the construction services market (Goldman Sachs-TAV Yatýrým Holding)
Erdem & Erdem
In its decision dated 12 June 2008 and numbered 08-39/513-188, Turkish Competition Board (hereinafter referred as “Board”) unconditionally cleared the creation of a joint venture between Goldman Sachs International Bank (hereinafter referred as “Goldman Sachs”) and TAV Yatýrým Holding A.Þ. by (...)

The Icelandic Competition Authority cleared a joint venture in the credit card sector subject to remedies, including conditions on board membership and the exchange of information (Kaupthing/Einkaklubburinn-Ekort)
PwC
The operation On 24 September 2007, Kaupthing bank notified the Icelandic Competition Authority (ICA) of its proposed acquisition from SPRON bank of 49% of the share capital of Einkaklubburinn ehf (now Ekort). The agreement between SPRON and Kaupthing was structured to lead to Kaupthing (...)

The Austrian Supreme Court dismisses an application for review of a concentration due to lack of a change of control (Moser Holding)
Reidlinger Schatzmann Rechtsanwälte
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Bpv Hügel (Vienna)
On 21 January 2007, the Austrian Supreme Court dismissed an appeal by the Federal Competition Authority against a decision by the Cartel Court dismissing the Authority’s application for review of a concentration. The case at issue involved Moser Holding, an undertaking active in the press (...)

The EU Commission clears the creation of a joint venture combining recorded music businesses of two leading companies (Sony / BMG)
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European Commission - DG COMP (Brussels)
"Mergers: Main developments between 1 September and 31 December 2007"* In October the Commission granted regulatory approval to the creation of Sony BMG, a joint venture combining the recorded music businesses of Sony and Bertelsmann, after concluding that it did not have sufficiently strong (...)

The Hungarian Competition Office concludes that the conditions for individual exemption are fulfilled in case of a joint purchasing and marketing agreement, having found that the joint-venture was not full function (Euronics)
Oppenheim
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Oppenheim - Budapest
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Oppenheim
The Hungarian Competition Office (HCO) initiated proceedings against the founding companies of Euronics to verify (i) whether Euronics can be regarded as a full-function joint venture, whose establishment should have been notified to the HCO, and (ii) whether the cooperation agreement concluded (...)

The EU Commission adopts consolidated jurisdictional notice under the merger regulation
European Commission - DG COMP (Brussels)
"Commission adopts Jurisdictional Notice under the Merger Regulation"* I. Introduction On 10 July 2007, the Commission adopted the Commission Consolidated Jurisdictional Notice under the Merger Regulation (the “Jurisdictional Notice” or the “Notice”). The Jurisdictional Notice replaces the four (...)

The Hungarian Competition Office interprets the Competition Act’s provisions on merger joint control (Budapest Fováros Önkormányzata / Degrémont - OTV France - Hídépíto - Alterra)
Morley Allen & Overy Iroda (Budapest)
Background With its decision of 26 June 2007 (Decision), the Hungarian Competition Office (HCO) has approved a concentration whereby the city of Budapest (“Budapest City”) outsourced the operation of a sewage farm to a consortium consisting of Degrémont SA (Degrémont), OTV France (OTV), (...)

The Turkish Competition Authority clears the creation of a joint venture while limiting the scope and duration of the non-compete obligation (ODE-Is-Girisim)
Esin
The operation ODE is a company primarily active in the business of isolation in Turkey. ODE performs the distribution of the leading firms in the field of isolation and it is a leading firm with the production activity carried out in 5 manufacturing plants in Turkey. ODE merges with Ductflex (...)

The Danish Competition Council approves the creation of a joint venture between two television broadcasters subject to 17 remedies due to a risk of coordination effects between the parent companies (TV2 / MTG / TV2 Sport JV)
Kromann Reumert (Copenhagen)
The operation TV2 was a state-owned television broadcaster. TV2 owned and operated a number of television channels. Its core channel, named ‘TV2’, was financed primarily through advertisements, whereas other channels were financed through a combination of subscription fees and advertisements. (...)

The Austrian Supreme Court rejects appeal against finding of a merger in the Austrian savings bank sector regarding the creation of a “liability pool” joint venture (Haftungsverbund)
European Court of Justice (Luxembourg)
1. Introduction In a second judgment of 21 March 2007, parallel to the one given on the same day (Supreme Court (Oberster Gerichtshof), 21 March 2007, Erste Bank, Decision BWB/K-50, Case 16 OK 12/06 ; See Stefan Polster, The Austrian Supreme Court holds that certain aspects of a co-operation (...)

The German Federal Court of Justice clarifies to what extent acquisition of a licence may be subject to merger regulations and prohibits a concentration in the science magazines press market (National Geographic)
Hengeler Mueller (Dusseldorf)
I. Background and history of the case In March 1999, the German publishing company Gruner + Jahr and the Spanish based publishing company RBA Publicaciones (RBA) entered as joint licensees into a licence agreement with the US based National Geographic Society, publisher of the English edition (...)

The Icelandic Competition Authority clears a joint venture in the retail electricity market subject to remedies, including the divestiture of a strategic stake (Landsvirkjun / Orkusalan)
PwC
The operation On 22 August 2006 the ICA was notified that Orkusalan had been founded by RARIK (36%), Orkubú Vestfjarda (OV) (36%) and Landsvirkjun (28%). The purpose of the new company was to buy, sell and produce electricity and manage real estate and connected businesses. (para. 2) (...)

The Hungarian Competition Office gives conditional clearance to the creation of a joint venture in the press logistics sector (MédiaLog Fiege)
Oppenheim
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Oppenheim - Budapest
MédiaLog was founded by various large Hungarian publishing companies such as Ringier Kiadó Kft. (“Ringier”), Népszabadság Kiadó és Nyomdaipari Zrt. (“Népszabadság”), Sanoma Budapest Kiadói Zrt. (“Sanoma”) and a major German logistics company F-LOGAG (“F-LOG”). According to the joint venture agreement 51% of (...)

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)
Loyens & Loeff (Bruxelles)
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 (...)

The Danish Competition Council approves the creation of a joint venture for the distribution of unaddressed mail, including newspapers, subject to nine behavioural commitments, including distribution obligation (Post Danmark / 365 Media Scandinavia)
Kromann Reumert
The operation The joint venture was between the Danish national postal service provider Post Danmark and 365 Media Scandinavia, an Icelandic newspaper company. Post Danmark, as the national postal service provider in Denmark, was 75 percent owned by the Danish state. Post Danmark was active (...)

The French Minister of the Economy clarifies his position on the risk of coordination by parent companies while clearing his first transaction in the banking sector (NatIxis)
DGCCRF (Paris)
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French Competition Authority (Paris)
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ARCEP (Paris)
Summary The NatIxis case was the first decision by the French Minister of the Economy on an important merger in the banking sector, which was recently included in his area of responsibility. Examination of the proposed merger provided the occasion to apply a national approach to the banking (...)

The French Minister of Economics conditionally clears a merger in the markets of free newspapers (SPIR / S3G)
University Paris II Panthéon‑Assas
The operation By a letter dated 31 May 2006, the French Minister of Economy, Finance, and Employment authorizes the merger between Spir Communication SA (Spir) and the Société des Gratuits de Guyenne et Gascogne SA (S3G). The merger created a joint-venture, “S3G Com”, running the publication of (...)

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 Portuguese Competition Authority blocks a merger in the highways operation sector but the Minister of Economy finally overturns the Competition Authority’s decision (AEA / Brisa - AEO)
Cuatrecasas, Goncalves Pereira (Lisbon)
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Cuatrecasas, Goncalves Pereira (Lisbon)
NB: This case is referrenced under two different dates: 7 April 2006 for the NCA’s decision, and 7 June 2006 for the Minister’s decision. The comment below concerns these two decisions. On 24 March 2005, Brisa - Auto-Estradas de Portugal, S.A. (“Brisa”), through its wholly-owned subsidiary Via (...)

The Turkish Competition Authority clears a merger in the cereals market subject to revision of a provision aiming at resale price maintenance (Kellogg-Yildiz)
Esin
The operation Kellogg is a company of Kellogg Group. Kellogg Group is a global leader in the production of cereals. At the time of the subject matter notification, Kellogg was active in Turkey through exports. Yildiz is a holding company which is active in the production, distribution and (...)

The Portuguese Competition Authority blocks a merger in the market for passenger road and rail public transport service in spite of proposed remedies (ATMS - Arriva Transportes da Margem Sul / Barraqueiro SGPS - Arriva Investimentos SGPS)
Cuatrecasas, Goncalves Pereira (Lisbon)
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Entidade Nacional para o Mercado dos Combustíveis, E.P.E. (Portuguese National Entity for Fuel Market)
The present concentration was the first decision from the Competition Authority (“AdC”) prohibiting a merger in Portugal. It was notified to the AdC on 22 November 2004 and consisted of the acquisition of joint control by Barraqueiro SGPS, S.A. (“Barraqueiro”) and Arriva Investimentos SGPS, S.A. (...)

The EU Commission conditionally clears the creation of a joint venture between Dutch newspaper publishers (PCM / Wegener)
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European Commission - DG COMP (Brussels)
"Mergers — Main developments between 1 May and 31 August 2005"* The creation of a joint venture between Dutch newspaper publishers PCM Holding (‘PCM’) and Koninklijke Wegener (‘Wegener’) through the combination of some of their newspapers was cleared by the European Commission under the EU Merger (...)

The EU Commission conditionally clears the creation of two joint ventures resulting from French electronics company merging its space activities with Italian Defence and engineering company (Alcatel / Finmeccanica)
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European Commission - DG COMP (Brussels)
"Mergers — Main developments between 1 January to 30 April 2005"* The European Commission cleared the creation of two joint ventures resulting from the French electronics company Alcatel merging its space activities with those of Alenia Spazio and Telespazio, part of the Italian Defence and (...)

The EU Commission acknowledges the withdrawal of a proposed joint venture in the petroleum-based waxes industry (Sasol Wax International / Total)
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European Commission - DG COMP (Brussels)
"Mergers — Main developments between 1 January to 30 April 2005"* Sasol Wax International (Sasol) and Total SA abandoned their proposed joint venture in the field of petroleum-based waxes following the Commission’s decision to open an in-depth investigation under the EU Merger Regulation. Sasol (...)

The Spanish Competition Authority clears the creation of a joint venture in aircraft refuelling and lubricant services subject to remedies which were partly removed by the Council of Ministries (Shell España / CEPSA)
PwC (Madrid)
The operation The operation consisted of the creation of Spanish Intoplane Services (SIS), a joint venture controlled by Shell España and CEPSA (each owning 50%). SIS was created as a provider of kerosene and lubricants to civil aircraft at airports. SIS gained concessions to operate in (...)

The Turkish Competition Authority clears a merger in the maritime transportation sector subject to limitation of the scope of the joint venture to the relevant market (Eregli-Denizcilik)
Esin
The operation The Parties are real persons who are active in different areas of sea transportation through their direct or indirect shareholdings in various companies. However none of the Parties have any direct or indirect shareholding in any company which is active in the relevant product (...)

The EU Commission conditionally clears a merger in the uranium enrichment services industry (AREVA / ETC)
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European Commission - DG COMP (Brussels)
"Merger control: Main developments between 1 September and 31 December 2004"* AREVA, the French nuclear group, and Urenco, a company set up by the governments of the UK, the Netherlands and Germany are the main European providers of uranium enrichment services which are needed to produce fuel (...)

The EU Commission approves, subject to divestiture, the creation of a joint venture in the coreboard and cores industry (Sonoco / Ahlstrom)
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European Commission - DG COMP (Brussels)
"Merger control: Main developments between 1 September and 31 December 2004"* In May 2004, the Commission received a notification of a proposed concentration by which two major players of the coreboard and cores industry, Sonoco (USA) and Ahlstrom (Finland), intended to create a joint venture (...)

The Netherlands Competition Authority issues an administrative appeal decision, stating that an exemption for a restructured joint venture – which has been converted into a subsidiary in which competing construction companies hold minority stakes – is not required (Asfaltcentrale Stedendriehoek)
Netherlands Ministry of Economic Affairs
Asfaltcentrale Stedendriehoek (ACS) was an administrative appeal decision by the Nederlandse Mededingings autoriteit (NMa), the former national competition authority of the Netherlands, concerning an agreement on the restructuring of an asphalt production joint venture established by four (...)

The EU Commission approves after an in-depth investigation the creation of a joint venture in the music industry (Sony / BMG)
European Commission - DG CNECT
"Following an in-depth investigation the Commission approved the creation of the Sony/BMG music recording joint venture on 19 July 2004"* Over the last 15 years, the music industry has witnessed the process of gradual consolidation. The Commission has analysed a number of these concentrations (...)

The EU Commission revises notice on ancillary restraints following adoption of the new merger regulation
European Commission - DG ENER
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European Commission - DG COMP (Brussels)
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Mazars (Brussels)
"Commission revises notices following adoption of the new merger regulation"* Following the adoption of the new Merger Regulation and of the Implementing Regulation, the Commission approved, in July 2004, three new notices dealing respectively with ancillary restraints, simplified procedure (...)

The EU Commission approves a Spanish joint venture in the media sector (Prisa / Polestar)
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European Commission - DG COMP (Brussels)
"Merger Control: Main developments between 1st September 2003 and 31st December 2003"* In December the Commission approved a proposed Spanish joint venture, which will bring together the printing activities of Spanish media group Prisa and those of British graphic arts company Polestar. On 6 (...)

The EU Commission approves the creation of a joint venture bringing together the DCPD RIM (synthetic rubber) activities of two Japanese manufacturers (Zeon / Teijin)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"Merger control: main developments between 1st May and 31st August 2003"* On 12 August the Commission approved the proposed creation of a joint venture bringing together the DCPD RIM (dicyclopentadiene reaction injection moulding) activities of Zeon and Teijin. On 30 June Zeon and Teijin (...)

The Danish Competition Council conditionally approves the creation of a three-partner joint venture in the markets for classified online advertising for cars, real property and travel (Zonerne - Metropol Online / Det Faelles Udgiverselskab/TV2)
Kromann Reumert (Copenhagen)
The operation The first transaction concerned the creation of the new joint venture, Zonerne A/S ("Zonerne") by three media companies: Metropol Online A/S, Det Faelles Udgiverselskab A/S and TV2 Danmark. Metropol Online was an internet-based company that operated in the markets for classified (...)

The EU Commission approves after an in-depth investigation the creation of a joint venture between two German chemical producers (Celanese / Degussa)
European Commission - DG COMP (Brussels)
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European Commission - DG COMP (Brussels)
"Merger control: main developments between 1st May and 31st August 2003"* On 11 June the Commission approved the proposed creation of a Joint Venture between the German chemical producers Celanese and Degussa. The parties will contribute most of their oxo chemicals businesses to the Joint (...)

The EU Commission authorizes the acquisition of joint control of a newly created joint venture operating a system for the collection of road tolls from heavy trucks in Germany (DaimlerChrysler / Deutsche Telekom / Toll Collect)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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European Commission - DG GROW
"Merger Control: Main developments between 1st January 2003 and 30th April 2003"* On 30 April 2003 the European Commission authorised the acquisition of joint control by DaimlerChrysler AG and Deutsche Telekom AG of the newly created joint venture Toll Collect GmbH. Toll Collect will establish (...)

The EU Commission conditionally clears the merger of the medical ventilators, anaesthesia delivery systems and patient monitoring businesses of two German companies (Siemens / Drägerwerk)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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European Commission - DG GROW
"Merger Control: Main developments between 1st January 2003 and 30th April 2003"* On 30 April 2003, the Commission approved, subject to conditions, the merger of the medical ventilators, anaesthesia delivery systems and patient monitoring businesses of Siemens AG and Drägerwerk AG, two German (...)

The German Competition Authority approves conditionally an acquisition in the local transport sector (DB / Stadt- und Regionalbus Göttingen)
German Competition Authority (Bonn)
Merger between DB AG and Stadt- und Regionalbus Göttingen cleared under strict obligations directed at opening up the market* The Bundeskartellamt has approved plans of Deutsche Bahn AG to acquire a 49.9% share in the company Stadt- und Regionalbus Göttingen GmbH (SRG) via its subsidiary (...)

The EU Commission authorizes the acquisition of the whole of German oil and petrochemicals producer holding that the change from joint to sole control does not give rise to competition concerns (BP / Veba Oel)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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European Commission - DG GROW
"Merger Control: Main developments between 1st May 2002 and 31th August 2002"* The European Commission authorised BP Plc’s proposed acquisition of the whole of German oil and petrochemicals producer Veba Oel, currently a joint venture between BP and E.ON. The Commission concluded that the (...)

The EU Commission grants retroactive clearance to the acquisition of a Dutch sand-lime joint venture CVK by a German and Dutch companies after they undertook to terminate their joint venture agreement (Haniel / Cementbouw / JV)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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European Commission - DG GROW
"Merger Control: Main developments between 1st May 2002 and 31th August 2002"* The European Commission granted retroactive clearance to the 1999 acquisition of the Dutch sand-lime joint venture CVK by the Haniel group of Germany and Dutch firm Cementbouw after the companies undertook to (...)

The European Commission refers to the German Bundeskartellamt a joint venture offering local public transport services in Germany (Connex/DNVG)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger Control: Main developments between 1st January 2002 and 30th April 2002"* The European Commission referred to the German competition authorities (Bundeskartellamt) a joint venture by which Connex Verkehr GmbH, a subsidiary of the French Vivendi group, and Deutsche (...)

The German Bundeskartellamt clears a merger in the online travel agency industry (Bild.de / T-Online)
European Court of Justice (Luxembourg)
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European Commission - DG ECFIN
"Internet Joint Ventures and the Quest for Exclusive Content: The T-Online Cases"* Introduction EC and national competition law issues arising from the marketing of ‘premium’ content, such as travel services and sports news, via the Internet were at the centre of several recent competition (...)

The European Commission refers to the German Bundeskartellamt the examination of the impact in the downstream markets for refined oil products of a proposed joint venture (BP/E.ON)
European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger Control: Main developments between 1st September 2001 and 31st December 2001"* The Commission referred to the Bundeskartellamt the examination of the impact in the downstream markets for refined oil products of a proposed joint venture between Deutsche BP and E.ON. The proposed (...)

The European Commission refers to the German Competition Authority the examination of the impact in the downstream market for oil products of a proposed joint venture (Deutsche and RWE-DEA)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger control: main developments between 1 May and 31 August 2001"* The Commission on 23 August referred to the German Competition Authority the examination of the impact in the downstream market for oil products of a proposed joint venture between Deutsche and RWE-DEA. At the same time, the (...)

The EU Commission authorizes the creation of a joint venture for retail of diamond jewelry (LVMH / De Beers)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger control: main developments between 1 May and 31 August 2001"* In July, following an in-depth investigation under the Merger regulation, the Commission authorised the creation of a joint venture between De Beers and LVMH. This joint venture company, Rapids World, will be active in the (...)

The EU Commission approves, subject to remedies, an acquisition in the stevedoring services sector (Hutchison / RMPM / ECT)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger control: main developments between 1 May and 31 August 2001"* On 3 July, the Commission approved the acquisition by Hutchison Netherlands BV (Hutchison) and Rotterdam Municipal Port Management (RMPM) of the Rotterdam container terminal operator Europe Combined Terminals BV (ECT), (...)

The EU Commission approves an acquisition by a French company providing wireless solutions for broadcasters and telecom operators of the Finnish supplier of distribution and transmission services to radio and TV broadcasters (YLE / TDF / Digita / JV)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger control: main developments between 1 May and 31 August 2001"* The Commission on 26 June approved an operation by which Télédiffusion de France (TDF), a France Télécom subsidiary providing wireless solutions for broadcasters and telecom operators, acquires a controlling stake in Digita, the (...)

The French Minister clears a merger in the the market for electricity supply with remedy including divestiture (Vivendi Environnement/EDF/Dalkia)
French Competition Authority (Paris)
The operation The Minister clears the acquisition of joint control by EDF and Vivendi Environement of certain Dalkia’ subsidiaries. The market(s) Electricity supply, cogeneration, facilities management. Remedy 1 Given the monopolistic position of EDF in the market for the supply of (...)

The European Commission authorizes the creation of two joint ventures with world-wide activities for outbound cross-border mail (TPO of the UK, TPG of the Netherlands and Singapore Post Private)
European Commission - DG ECFIN
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European Commission - DG COMP (Brussels)
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Financial Conduct Authority (FCA)
"Merger Control: Main developments between 1st January 2001 and 30th April 2001"* In March, the Commission authorised the creation of two joint ventures with world-wide activities for outbound cross-border mail by The Post Office (TPO) of the United Kingdom, TNT Post Group N.V. (TPG) of the (...)