Gun jumping

Mergers

The Brazilian Competition Authority fines 2 car dealerships for gun jumping in the transfer of a franchise dealership (Grand Brasil / Bis Distribuiçã)
Brazilian Administrative Council for Economic Defense (CADE) (Brasilia)
Grand Brasil and Bis Distribuição to pay BRL 2 million for gun jumping* The firms did not report a transaction to the Brazilian antitrust authority On 5 October 2022, the Administrative Council for Economic Defense (CADE) found the firms Grand Brasil and Bis Distribuição guilty of completing an (...)

The Portuguese Competition Authority sanctions a pharmaceutical company €2.5M for gun jumping (Santa Casa da Misericórdia de Lisboa)
Portuguese Competition Authority (Lisbon)
AdC sanctions Santa Casa da Misericórdia de Lisboa (SCML) for gun-jumping* The AdC’s Decision The Portuguese Competition Authority (AdC) sanctioned Santa Casa da Misericórdia de Lisboa (SCML) with a fine in the amount of € 2.500.000 for gun-jumping, specifically, for implementing the merger (...)

The Mexican Competition Authority sanctions five economic agents for gun jumping in the financial sector (Banco Invex / Institución de Banca Múltiple / INVEX Grupo Financiero / Neology)
Mexican Competition Authority (Mexico City)
Cofece sanctions five economic agents for not notifying a concentration* The Commission imposed fines for a total amount of 1 million 884 thousand 966 Mexican pesos The concentration was authorized after verifying that it does not affect competition and free market access. Mexico City, August (...)

The Georgian Competition Authority approves a merger between two teaching hospitals following fines for failure to notify acquisition (European University / Jo Ann University Hospital)
Georgian Competition Authority (Georgia)
The National Competition Agency approved the concentration of "European University" and "Jo Ann University Hospital"* The National Competition Agency approved the concentration of “European University” and “Jo Ann University Hospital.” The issue concerns - in April, the concentration was carried (...)

The Georgian Competition Authority initiates administrative proceedings over the implementation of a merger in the fuel market (Sun Petroleum Georgia)
Georgian Competition Authority (Georgia)
The National Competition Agency has started administrative proceedings regarding the concentration implemented in the fuel market* The National Competition Agency of Georgia has launched administrative proceedings regarding the concentration implemented by “Sun Petroleum Georgia” (Gulf) in the (...)

The Spanish Competition Authority fines two undertakings for gun jumping in three mergers (Santa Lucía / Funespaña)
Spanish Competition Authority (CNMC) (Madrid)
The CNMC fines Albia Gestión de Servicios S.L.U. and Funespaña S.A. for failing to notify three mergers prior to their execution* Albia (a subsidiary of the Santa Lucía Group) acquired exclusive control of the funeral homes Funeraria Tanatorio La Paz S.L. and Tanatorio de Marín S.L. in 2019. (...)

The EU Commission issues a Statement of Objections to two American firms which concluded a merger in defiance of the standstill obligation potentially opening themselves up to substantial fines (Illumina / GRAIL)
European Commission - DG COMP (Brussels)
Mergers: Commission alleges Illumina and GRAIL breached EU merger rules by early implementation of their acquisition* The European Commission has sent a Statement of Objections alleging that Illumina and GRAIL breached the EU Merger Regulation by implementing the acquisition while the (...)

The EU General Court endorses the Commission’s new approach to Article 22 EUMR allowing the capture of mergers below the thresholds (Illumina / GRAIL)
Orrick, Herrington & Sutcliffe (Paris)
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Orrick, Herrington & Sutcliffe (Paris)
In a judgment dated 13 July 2022 (T-227/21), the General Court of the European Union (the “General Court” or the “Court”) upheld the decision of the European Commission (the “Commission”) whereby the latter accepted to assert its (merger control) jurisdiction over the “below-the-thresholds” (...)

The Georgian Competition Authority fines a teaching hospital for gun jumping (European University / Jo Ann University Hospital)
Georgian Competition Authority (Georgia)
NATIONAL COMPETITION AGENCY HAS FINED EDUCATIONAL INSTITUTION FOR NOT NOTITYING THE CONCENTRATION* The National Competition Agency has fined European University for not notifying the concentration. The case concerns the acquisition of “Jo Ann University Hospital” by the European University in (...)

The EU General Court rejects an appeal against a €28M fine imposed by the Commission for breach of EU gun jumping rules (Canon)
Shearman & Sterling (Brussels)
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Shearman & Sterling (London)
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Shearman & Sterling (London)
On 18 May 2022the European General Court rejected Canon’s appeal against a €28 million fine imposed by the European Commission in 2019 for its breach of EU gun-jumping rules, just a few months after a similar judgment therefore vindicating the Commission’s aggressive stance on such breaches. (...)

The EU General Court upholds a €28M fine on a Japanese multinational for gun jumping in its acquisition of a company which provides medical imaging services (Canon / Toshiba Medical Systems Corporation)
General Court of the European Union (Luxembourg)
The General Court dismisses the action brought by Canon, which was fined € 28 million by the Commission for failure to comply with merger control rules in its acquisition of Toshiba Medical Systems Corporation* In 2016, Canon Inc (‘the applicant’), a Japanese multinational company specialising in (...)

The EU General Court upholds a €28M fine for gun jumping in a two stage transaction to acquire a medical imaging business (Canon / Toshiba Medical Systems)
Van Bael & Bellis (Brussels)
On 18 May 2022, the General Court of the European Union (“GC”) rejected Canon’s appeal of a € 28 million gun jumping fine imposed by the European Commission (“Commission”) in 2019. The judgment is the latest in a string of Commission appellate victories regarding violations of merger control (...)

The Dutch Competition Authority fines a maker of modular homes €1.85M for failure to notify the authority when acquiring another company (Modulaire)
Netherlands Authority for Consumers & Markets (ACM) (The Hague)
Modulaire fined for failing to notify ACM of acquisition of competitor* The Netherlands Authority for Consumers and Markets (ACM) has imposed on Modulaire, a manufacturer of modular homes, a fine of 1.85 million euros for having failed to notify ACM on time of an acquisition. Martijn Snoep, (...)

The Spanish Competition Authority imposes gun jumping fines on two funeral service providers for failure to notify transactions meeting the market share threshold (Albia / Funespaña)
Clifford Chance (Madrid)
Companies should be cautious and carry out reasonable assessments prior to disregarding the need to notify a transaction based on the Spanish market share threshold Concentrations of business operations leading to a market share of 30% or more (or of 50% or more where the target’s Spanish (...)

The Spanish Competition Authority initiates three sanctioning proceedings against two funeral home companies for breach of the duty to notify the commission of mergers and acquisitions before execution (Albia / Funespana)
Spanish Competition Authority (CNMC) (Madrid)
The CNMC initiates three sanctioning proceedings for breach of the duty to notify mergers or acquisitions before executing them* The sanctioning proceedings affect Albia Gestión de Servicios, S.L.U. (a subsidiary of the Santa Lucía group), which acquired exclusive control of the funeral homes (...)

The French Competition Authority fines a company for gun-jumping in a case relating to a progressive takeover and de facto control in the spirit market (Cofepp / Marie Brizard Wine & Spirits)
White & Case (Paris)
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White & Case (Paris)
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White & Case (Brussels)
On 12 April 2022, the FCA fined the Compagnie Financière Européenne de Prises de Participation ("COFEPP") EUR 7 million for both (i) failure to notify its merger with Marie Brizard Wine & Spirits ("MBWS") and (ii) completion of the merger prior to the FCA’s approval. The FCA launched the (...)

The French Competition Authority fines a wine and spirits company €7 million for gun jumping (Cofepp / Marie Brizard Wine & Spirits)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Paris)
By a decision dated 12 April 2022, the French Competition Authority (FCA) fined the Compagnie Financière Européenne de Prises de Participation (“Cofepp”) up to 7 million euros, for having closed the takeover of the company Marie Brizard Wine & Spirits (i) without first notifying the operation (...)

The French Competition Authority fines a wine and spirits company €7 million for gun jumping (Cofepp / Marie Brizard Wine & Spirits)
University of Paris I Panthéon-Sorbonne
On 12 April 2022, the French Competition Authority (’FCA’) issued a 7 million euro fine to Cofepp for the acquisition of control over Marie Brizard Wine & Spirits (’MBWS’) before notifying the concentration to the FCA (failure to notify) and a fortiori without waiting for the FCA’s clearance (...)

The French Competition Authority fines a company for an acquisition of control without prior notification of the transaction and without waiting for a clearance decision in the market of spirits (Cofepp / Marie Brizard Wine & Spirits)
French Competition Authority (Paris)
The Autorité fines Cofepp for acquiring control of MBWS without prior notification of the transaction and without waiting for its decision* Background The Autorité de la concurrence has fined Cofepp (Poliakov, Label 5, Cruz, Saint James, Old Nick, etc.) for acquiring control of Marie Brizard (...)

The Australian Competition Authority decides that it will not pursue an enforcement action in relation to the merger between a logistics company and a cargo port operator (Qube Logistics / Newcastle Agri Terminal)
Australian Competition and Consumer Commission (Canberra)
ACCC to monitor effect of Qube’s acquisition of Newcastle Agri Terminal* The ACCC has decided it will not pursue enforcement action in relation to Qube’s (ASX:QUB) completed acquisition of Newcastle Agri Terminal (NAT) at this time. However, the ACCC remains concerned with potential impacts on (...)

The Indian Competition Authority fines renewable energy firm for gun-jumping (Adani Green / SB Energy)
Lakshmikumaran & Sridharan (New Delhi)
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Lakshmikumaran & Sridharan (New Delhi)
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Lakshmikumaran & Sridharan (New Delhi)
Adani Greens Energy Limited (“Adani Green/Acquirer”) was served with a show cause notice (“SCN”) on 14 August 2021 in relation to its acquisition of S.B. Energy Holding Limited (“S.B. Energy/Target”) (“Combination”). The notice for the Combination was filed on 18 May 2021, pursuant to the execution of (...)

The Indian Competition Authority fines a renewable energy firm a nominal sum for gun jumping in a first-of-its-kind decision (Adani Green / SB Energy)
Khaitan (Mumbai)
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Khaitan (Mumbai)
In its order dated 9 March 2022, the Competition Commission of India (“CCI”) penalized Adani Green Energy Limited (“Adani Green”) for gun jumping in connection with its acquisition of S.B. Energy Holding Limited (“SB Energy” / “Target”). Per the CCI, the central issue was of Adani Green gaining access (...)

The New Zealand Competition Authority files proceedings against software company for continuing with merger thought likely to substantially lessen competition (Objective Corporation / Master Business Systems)
New Zealand Commerce Commission (Wellington)
Commission files proceedings against software company for breach of Commerce Act* The Commerce Commission has filed proceedings in the High Court in Wellington against software company Objective Corporation Limited (Objective) for contravening section 47 of the Commerce Act, which prohibits (...)

The Mexican Competition Authority sanctions a fruit and vegetables business for not notifying a concentration (Frutas y Hortalizas de Calidad)
Mexican Competition Authority (Mexico City)
COFECE sanctions Frutas y Hortalizas de Calidad and a natural person for not notifying a concentration* The Commission imposed fines for a total amount of 2 million 345 thousand 760 Mexican pesos. The transaction will not have legal effects until, upon the corresponding payment of rights, they (...)

The US DoJ and FTC announce a joint effort to modernize the horizontal and vertical federal merger guidelines
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
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Hogan Lovells (Washington)
On 18 January 2022 the Department of Justice (DOJ) and Federal Trade Commission (FTC) held a press conference to announce a joint effort to modernize the horizontal and vertical federal merger guidelines “to better detect and prevent illegal, anticompetitive deals in today’s modern markets.” FTC (...)

The US FTC fines a restaurant chain owner and investment fund operator $1.4 million to settle charges that two of its acquisitions violated the Hart-Scott-Rodino Act (Biglari)
US Federal Trade Commission (FTC) (Washington)
FTC Fines Biglari Holdings Inc. for Repeatedly Violating Antitrust Laws* Today, the Federal Trade Commission announced that restaurant chain owner and investment fund operator Biglari Holdings Inc. will pay a $1.4 million civil penalty to settle charges that two acquisitions it made on March (...)

The US DoJ fines the founder of a transportation and logistics company for gun jumping (Clarence L. Werner)
US Department of Justice (Washington DC)
Founder of Werner Enterprises to Pay Civil Penalty for Violating Antitrust Pre-Transaction Notification Requirements* The Justice Department’s Antitrust Division, at the request of the Federal Trade Commission (FTC), filed a civil antitrust lawsuit today in the U.S. District Court for the (...)

The US FTC and DoJ announce that they have entered into settlements with the founder of a logistics company and a restaurant chain owner for alleged gun jumping violations (Clarence L. Werner) (Biglari)
Dechert (Washington)
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Dechert (New York)
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Dechert (Washington)
Key takeaways Small incremental acquisitions may require HSR filings and the HSR waiting period to be observed. Subsequent acquisitions of a small amount of the same issuer’s voting securities after the HSR requirements have been satisfied may still require additional HSR filings. Even the mere (...)

The Portuguese Competition Authority simplifies the merger notification process in an effort to reduce regulatory burden
Portuguese Competition Authority (Lisbon)
AdC simplifies mergers notification* The AdC has reduced and simplified the information requested in the premerger notification forms, a procedure for companies involved in mergers or acquisitions that result in a lasting change of shareholder control. Changes now introduced aim to reduce the (...)

The EU Commission imposes interim measures on two healthcare companies for breaching the EU Merger Regulation by gun jumping (Illumina / GRAIL)
Arnold & Porter Kaye Scholer (Brussels)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
In October 2021, the European Commission imposed interim measures on Illumina and GRAIL to restore and maintain competition between the entities following Illumina’s decision to close its acquisition of GRAIL prior to the Commission completing its review of the transaction and in breach of the (...)

The EU Commission investigates a merger between two genomics companies (Illumina / GRAIL)
McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Paris)
The EC’s review of Illumina’s acquisition of GRAIL raises two novel issues: the assertion of jurisdiction by the EC over transactions that do not meet any national or EU jurisdictional merger control tests, and the use of interim measures to stop parties closing a transaction where the EC has (...)

The UK Competition Authority fines a Big Tech company for breaching an order to hold separate an acquisition target pending its review of the merger (Facebook / Giphy)
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 (London)
The UK’s Competition and Markets Authority (CMA) fined Facebook £50.5 million for breaching an order to hold separate its acquisition target, Giphy, pending the CMA’s review of the merger. Takeaways The U.K. merger control regime allows acquirers the flexibility to close prior to completion of a (...)

The Australian Competition Authority investigates the impact of a completed acquisition on the supply chain for bulk grain export through the Port of Newcastle (Qube Logistics / Newcastle Agri Terminal)
Australian Competition and Consumer Commission (Canberra)
ACCC investigates Qube’s completed acquisition of Newcastle Agri Terminal* The ACCC will conduct an investigation into potential competition issues arising from Qube’s (ASX: QUB) completed acquisition of the Newcastle Agri Terminal. As the investigation relates to a completed acquisition it will (...)

The EU General Court upholds the Commission’s decision to fine a telecommunications company for gun jumping but grants a limited 5% reduction of part of the €124.5 million fine imposed (Altice / PT Portugal)
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 September 22, 2021, the European General Court issued its judgment upholding the decision by the European Commission (Commission) to fine Altice for gun-jumping in the acquisition of Portugal Telecom (PT) in 2015. The General Court did grant Altice a limited 5% reduction of part of the €124.5 (...)

The EU General Court upholds a decision from the Commission sanctioning a telecommunications operator for gun jumping and clarifies in its decision the applicable rules (Altice / PT Portugal)
McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Brussels)
On September 22, 2021, the EU General Court (GC) upheld a decision from the European Commission (Commission) by which it fined telecommunications operator Altice for gun jumping (T-425/18, Altice Europe v Commission). In particular, the GC affirmed that the Commission could impose two separate (...)

The EU General Court dismisses a French telecommunications company’s action against the Commission’s decision to impose two fines totaling €124.5 million in connection to its acquisition of a Portuguese competitor (Altice / PT Portugal)
General Court of the European Union (Luxembourg)
The General Court dismisses Altice Europe’s action against the Commission decision imposing two fines totalling €124.5 million in connection with the acquisition of PT Portugal* However, it orders the amount of the fine relating to the breach of the obligation to notify the concentration to the (...)

The EU General Court issues its judgment upholding the Commission’s decision to fine a telecommunications company for gun jumping (Altice / PT Portugal)
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 September 22, 2021, the European General Court issued its judgment upholding the decision by the European Commission (Commission) to fine Altice for gun jumping in the acquisition of Portugal Telecom (PT) in 2015. The General Court did grant Altice a limited 5% reduction of part of the €124.5 (...)

The EU Commission issues a Statement of Objections pursuing interim measures on two pharmaceutical companies for the alleged violation of the standstill obligation (Illumina / GRAIL)
Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (Brussels)
The Illumina/GRAIL case saga continues. As we reported in our previous briefing, the Illumina / GRAIL deal provides the first illustrative example of the European Commission’s ("Commission") new approach to try and “catch” transactions using the referral mechanism in Article 22 EU Merger (...)

The EU Commission raises the stakes by issuing a Statement of Objections against a healthcare company in which it threatens to adopt interim measures to prevent potentially irreparable damage to competition (Illumina / GRAIL)
Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
In September 2021, the European Commission (the Commission) announced that it would open an investigation to determine whether Illumina’s decision to acquire Grail pending its review of that transaction under Regulation 139/2004 on the control of concentrations between undertakings (the Merger (...)

The EU Commission announces interim measures following a breach of the standstill obligation between two healthcare companies specialized in genomic sequencing (Illumina / GRAIL)
European Commission - DG COMP (Brussels)
Mergers: The Commission adopts a Statement of Objections in view of adopting interim measures following Illumina’s early acquisition of GRAIL* The European Commission has sent a Statement of Objections to Illumina and GRAIL informing them of the interim measures it intends to adopt following (...)

The US FTC presents a report on nearly a decade of unreported acquisitions by Big Tech companies
US Federal Trade Commission (FTC) (Washington)
FTC Staff Presents Report on Nearly a Decade of Unreported Acquisitions by the Biggest Technology Companies* Report analyzes acquisitions by Alphabet/Google, Amazon, Apple, Facebook, and Microsoft At an open Commission meeting today, the Federal Trade Commission staff presented findings from (...)

The US FTC publishes a report summarizing findings from its study of unreported Big Tech acquisitions
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
On 15 September 2021, the Federal Trade Commission (FTC) published findings from its retrospective study of the non-reported acquisitions by five large technology companies from 2010-2019 (the Report). Focusing on 616 transactions valued at above US$1 million, the Commissioners noted four key (...)

The US DoJ announces the fining of a Wall Street bank CEO for gun jumping (Richard Fairbank / Capital One)
US Department of Justice (Washington DC)
Capital One CEO to Pay Civil Penalty for Violating Antitrust Pre-Transaction Notification Requirements* The Justice Department’s Antitrust Division, at the request of the Federal Trade Commission (FTC), filed a civil antitrust lawsuit today in U.S. District Court for the District of Columbia, (...)

The US FTC fines the CEO of a Wall Street bank for repeatedly violating antitrust laws by illegally finalizing stock acquisitions (Richard Fairbank / Capital One)
US Federal Trade Commission (FTC) (Washington)
FTC Fines Capital One CEO Richard Fairbank for Repeatedly Violating Antitrust Laws* On multiple occasions, Wall Street banker failed to comply with federal antitrust laws when he illegally finalized stock acquisitions Today, the Federal Trade Commission announced that Richard Fairbank, CEO of (...)

The EU Commission opens a new front by investigating a possible violation of a standstill obligation under the EU Merger Regulation against a concentration that is below usual EU and national thresholds for review (Illumina / GRAIL)
Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
On 20 August 2021, the European Commission (the Commission) announced that it would investigate whether Illumina’s decision, made public on 18 August 2021, to acquire Grail pending the Commission’s review of that transaction under Regulation 139/2004 on the control of concentrations between (...)

The EU Commission starts an investigation for possible breach of a standstill obligation in a merger between two biotechnology and pharmaceutical companies (Illumina / GRAIL)
European Commission - DG COMP (Brussels)
Mergers: Commission starts investigation for possible breach of the standstill obligation in Illumina / GRAIL transaction* The European Commission has decided to open an investigation to assess whether Illumina’s decision to complete its acquisition of GRAIL, while the Commission’s in-depth (...)

The Spanish Competition Authority imposes a fine of 300,000 EUR on a company for failing to notify the purchase of a funeral home (Albia / Tanatorios Mostoles)
Spanish Competition Authority (CNMC) (Madrid)
The CNMC imposes a fine of 300,000 euros on Albia Gestión de Servicios, S.L.U, a subsidiary of the Santa Lucía group. The company failed to comply with its obligation to notify the CNMC of the purchase of the funeral home Tanatorios Móstoles, S.L. prior to the operation in 2019. This is a serious (...)

The Spanish Competition Authority fines a funeral services company for gun jumping (Albia / Tanatorios Mostoles)
Callol, Coca & Asociados (Madrid)
Albia Gestión de Servicios, S.L.U. (Albia) failed to comply with the obligation to notify and get clearance from the CNMC prior to the acquisition of the funeral home Tanatorios Móstoles, S.L. before implementing the merger in 2019. Like most gun jumping cases prosecuted in Spain, the (...)

The Austrian Competition Authority fines a Big Tech company for gun jumping (Facebook / Giphy)
Austrian Competition Authority (Vienna)
Austrian Federal Competition Authority files application to fine Facebook for failing to notify GIPHY acquisition* Facebook cooperates with the AFCA in the course of an amicable conclusion of proceedings and accepts the fine of EUR 9.6 million requested by the AFCA. Background In the course (...)

The Israeli Competition Authority considers imposing a fine on a Big Tech company for gun jumping in two takeovers of national companies (Facebook / RedKix / Service Friend)
Israel Competition Authority (Jerusalem)
The Director General for Competition is considering to impose monetary sanctions on Facebook a for a violation of the Economic Competition Law by consummating transactions in Israel without the Director General’s consent* The Director General for Competition notified Facebook on 11 May 2021, (...)

The Indonesian Competition Authority imposes penalties on six companies for failing to notify their respective transactions in accordance with the mandatory post-closing notification requirements under the national merger control regime (Taiko Plantations / Aplikasi Karya Anak Bangsa / Saratoga Investama Sedaya / Dharma Satya Nusantara / Travel Circle / Orix)
Ashurst (Singapore)
Key takeaways The Indonesian merger regime requires notifiable transactions to be submitted 30 days post-closing. Failure to meet filing deadlines could result in fines of at least IDR 1 billion being imposed. There is no express statute of limitations pursuant to the merger regime, meaning the (...)

The EU Commission plans on reviewing a transaction even though EU and national turnover thresholds are not reached (Illumina / GRAIL)
Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
In a controversial move, the European Commission (the Commission) announced on 20 April 2021 that it would review the proposed acquisition of cancer detection test start-up Grail by genomics firm Illumina, both of the US. The Commission acted on a request of France, which was backed by three (...)

The Spanish Competition Authority initiates disciplinary proceedings against a funeral services provider for gun jumping (Albia / Tanatoria Móstoles)
Spanish Competition Authority (CNMC) (Madrid)
The CNMC initiates disciplinary proceedings against Albia Gestión de Servicios, S.L.U., a subsidiary of the Santa Lucía group.* The company did not notify the CNMC of its purchase of the funeral services company Tanatoria Móstoles, S.L. before acquiring it in 2019. Companies that exceed certain (...)

The Spanish Competition Authority initiates disciplinary proceedings against a national funeral service for gun jumping (Funespaña / Alianza Canaria)
Spanish Competition Authority (CNMC) (Madrid)
The CNMC initiates disciplinary proceedings against Funespaña, S.A., asubsidiary of the Mapfre Group* The company did not inform the CNMC that it was purchasing the Alianza Canaria funeral home prior to doing so. The Anti-Trust Law states that companies must inform the CNMC of any merger before (...)

The Mexican Competition Authority clears merger between two national airline companies but imposes sanctions for not notifying their concentration in time (Interject / HBC)
Mexican Competition Authority (Mexico City)
COFECE sanctions Interjet and HBC for not notifying their concentration in time* The Commission imposed fines for a total amount of 955 thousand 680 Mexican pesos. The concentration was authorized after verifying that the operation does not affect competition and free market access. The Board (...)

The Czech Competition Authority imposes fine for gun jumping on mobility company (Skyport / CSG)
Czech Competition Authority (Brno)
The Office imposed a fine for gun jumping in the csg/skyport case* The Office for the Protection of Competition (“the Office”) imposed a fine of CZK 4,487,000 on Skyport, a. s. (formerly CSG a.s.) for unapproved implementation of concentration before its clearance by the Office. The decision has (...)

The EU Commission rejects gun jumping claims in a merger transaction between two companies in the water and waste management market (Veolia / Suez)
White & Case (Brussels)
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White & Case (Paris)
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White & Case (Dusseldorf)
In the midst of the Homeric battle between Veolia and its takeover target, Suez, the European Commission rejects Suez’s gun jumping claim and provides further clarifications on the scope of the exemption to the standstill obligation in the case of two-step acquisitions encompassing a public bid. (...)

The Chinese State Administration for Market Regulation fines three internet companies for failure to notify past merger transactions under the merger control regime in breach of the Anti-Monopoly Law (Alibaba / China Literature / Shenzhen)
Herbert Smith Freehills (Hong Kong)
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Herbert Smith Freehills (Hong Kong)
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Herbert Smith Freehills (Shanghai)
On 14 December 2020, China’s State Administration for Market Regulation (SAMR) imposed fines against three internet based companies Alibaba Investment Limited, China Literature Limited and Shenzhen Hive-box Network Technology for respective failures to notify past transactions under the merger (...)

The Chinese State Administration for Market Regulation publishes new rules related to antitrust merger reviews
Jones Day (Shanghai)
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Jones Day (Beijing)
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Jones Day (Beijing)
In Short* The Development: China’s antitrust authority, the State Administration for Market Regulation ("SAMR"), published new rules related to antitrust merger reviews—the Interim Rules on the Review of Concentrations of Undertakings ("Interim Rules"). The Result: The most significant changes (...)

The Polish Competition Authority imposes its biggest fine for gun jumping in the energy sector (Gazprom / Nord stream 2)
Bird & Bird (Warsaw)
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Bird & Bird (Warsaw)
The President of the Polish Office of Competition and Consumer Protection ("UOKiK") has imposed the biggest fine for gun-jumping ever by a national competition authority. The UOKiK imposed a fine of over PLN 29 billion (approx. EUR 6.5 billion) on Gazprom, and a total of over PLN 294 million (...)

The Polish Competition Authority imposes fines for failure to report concentration and for failure to provide information during a market study on two companies in the gas market (AmeriGas / Linde Gaz)
Polish Competition Authority (Warsaw)
Concentration control - fines imposed by the President of UOKiK* Fines for concentration without the consent of the President of the Office and for failure to provide information during the proceedings - these are the latest decisions of the President of UOKiK Tomasz Chróstny regarding (...)

The Portuguese Competition Authority issues a statement of objections against two real estate investment companies for failure to notify a merger (Fidelidade / Saudeinveste)
Portuguese Competition Authority (Lisbon)
AdC issues statement of objection against Fidelidade - Sociedade Gestora de Organismos de Investimento Imobiliário, S.A. (Fidelidade SGOII) for failure to notify a merger* The AdC (Autoridade da Concorrência – Portuguese Competition Authority) sent a statement of objections to Fidelidade SGOII (...)

The Hungarian Competition Authority imposes a fine for gun jumping on three venture capital funds (Hiventures / Talentuno Technologies)
ADVANT Beiten (Brussels)
On 22 September 2020, the Hungarian Competition Authority (“GVH”) imposed fines totalling HUF 15.4m (approximately € 42,000) on three venture capital funds, two of which are controlled by the state-owned venture capital firm Hiventures Zrt, for failing to notify in a timely manner their (...)

The Serbian Competition Authority opens proceedings against a pharmaceutical company for a non-notified merger implemented without authorization (Apoteka Janković / Zrenjanin)
Serbian Commission for Protection of Competition (Belgrade)
Commission Institutes Proceedings Against Apoteka Janković* The Commission for Protection of Competition instituted ex officio proceedings against company Zdravstvena ustanova Apoteka Janković to investigate a merger implemented before obtaining clearance under the Law on Protection of (...)

The Serbian Competition Authority opens an investigation into a chain of pharmacies for gun jumping (Apoteke Janković / Zrenjanin)
BDK (Belgrade)
The Serbian Commission for Protection of Competition launched its fourth investigation in September 2020. The latest one will look into whether Zdravstvena ustanova Apoteka Janković, a privately owned chain of pharmacies (“ZUA Janković“), breached merger control rules by not notifying the (...)

The Italian Competition Authority imposes a fine for gun jumping on gas distributors (Acea / Mediterranea Energia / Alma)
Van Bael & Bellis (Brussels)
On 15 September 2020, the Italian Competition Authority (“ICA”) imposed a € 153,000 fine on three companies, Acea, Mediterranea Energia and Alma C.I.S., for failing to notify a transaction before closing. The three acquiring companies had purchased one target, Pescara Distribuzione Gas, in March (...)

The Italian Competition Authority fines three companies active in the energy sector for gun jumping (Acea / Mediterranea Energia / Alma)
Ashurst (Brussels)
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Ashurst (Brussels)
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Ashurst (Milan)
On 15 September 2020 the Italian Competition Authority ("AGCM") fined three companies active in the production and distribution of energy for failure to notify a concentration before its closing, rejecting the parties’ claim that the concentration was interdependent on a second transaction that (...)

The Italian Competition Authority fines three energy companies for late merger notification (Acea / Mediterranea Energia / Alma)
Giannino SI (Monserrato)
In Pescara Distribuzione Gas the Italian Competition Authority (ICA) has found Acea, Mediterranea Energia (ME) and Alma CIS (Alma) guilty of gun-jumping for late merger control notification. They violated Article 16(1) of the Law no. 287/1990 whereby mergers exceeding the statutory dimensional (...)

The Spanish Competition Authority investigates unauthorized merger operations and antitrust practices in the funeral insurance and funeral services sectors
Spanish Competition Authority (CNMC) (Madrid)
The CNMC investigates the possible execution of unauthorised mergers, as well as potential antitrust practices involving the funeral insurance and funeral services markets.* From 8 to 10 September, dawn raids were carried out at the headquarters of various companies active in the aboved (...)

The Czech Supreme Administrative Court overturns an inferior court’s decision to reduce a gun jumping fine to a disproportionate level (Armex Oil)
Bird & Bird (Prague)
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Bird & Bird (Prague)
Supreme Administrative Court decides on clearly disproportionate fines for unauthorized acquisition. In 2013, the company ARMEX Oil acquired an ownership interest in the company TRANSCARGO without notifying the Competition Protection Office ("Office") and awaiting its approval. Two years (...)

The Czech Supreme Administrative Court rejects moderation of fine imposed for gun jumping in the energy sector (Armex Oil)
Skils (Prague)
On 14 September 2020, the Supreme Administrative Court (SAC) granted a cassation appeal lodged by the Czech Office for Protection of Competition (Office) against the previous judgment of the Regional Court in Brno of 5 June 2019 (Ref.No. 29 Af 96/2016) relating to the proceedings conducted by (...)

The Norwegian Competition Authority imposes a fine for not disclosing the acquisition of a grocery store (Norgesgruppen)
Norwegian Competition Authority (Bergen)
Norgesgruppen is fined 20 million for not disclosing acquisition of grocery store premises* The Norwegian Competition Authority has today imposed a fine of 20 million NOK on Norgesgruppen for the infringement of disclosure requirements related to an acquisition of grocery store premises. On (...)

The New Zealand Competition Authority opens investigation into the completed acquisition of North Island animal rendering assets (Wallace / Glenninburg)
New Zealand Commerce Commission (Wellington)
Investigation opened into acquisition of Wallace’s North Island rendering assets* The Commerce Commission has opened an investigation into the acquisition of the North Island animal rendering assets of Wallace Group GP Limited (Wallace) by interests associated with Glenninburg Holdings Limited (...)

The Mexican Competition Authority fines companies involved in 2 merger cases for failure to notify a concentration (Santander / USB Americas / KKR Rainbow Aggregator / Coty)
Mexican Competition Authority (Mexico City)
COFECE imposed fines in two cases for failure to notify a concentration: Santander and USB Americas; and KKR Rainbow Aggregator and Coty* COFECE fined diverse subsidiaries of Santander, Elavon and USB Americas a total of 2 million 172 thousand Mexican pesos because they modified the (...)

The UK Competition Authority fines a sports manufacturer and its parent company for breach of merger-freeze order with a footwear retailer (JD Sports / Footasylum)
Government Legal Department (London)
On 5 August 2020, the UK’s Competition and Markets Authority (the “CMA”) fined JD Sports and its parent company Pentland Group £300,000 for failing to comply with an initial enforcement order (“IEO”) imposed with regard to JD Sports’ completed merger with footwear retailer Footasylum. The CMA found JD (...)

The Austrian Cartel Court clarifies the calculation method for domestic turnover thresholds and imposes a €100,000 fine on a car parts manufacturer for failing to notify its acquisition (Castanea Rubra / Neue Halberg)
Van Bael & Bellis (Brussels)
On 4 August 2020, the Austrian Cartel Court published a decision dated 13 February imposing a € 100,000 fine on Castanea Rubra Assets GmbH (“Castanea Rubra”) for failing to notify its acquisition of 94% of shares in Neue Halberg Guss GmbH (“Neue Halberg”) in 2018. This failure to notify violated the (...)

The French Competition Authority updates its merger control guidelines
Latham & Watkins (Paris)
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Latham & Watkins (Paris)
New French Competition Authority Merger Control Guidelines* On 23 July 2020, the French Competition Authority (FCA or Authority) published new merger control guidelines, which replace the previous guidelines dated 4 July 2013. In the new guidelines, the Authority clarifies and completes (i) (...)

The Mexican Competition Authority imposes fine for failure to notify a concentration in the energy sector and authorises the transaction (BAS Corporation / ESZ KI / ESZ KII / EXI Solar)
Mexican Competition Authority (Mexico City)
COFECE sanctions BAS Projects Corporation, ESZ KI, ESZ KII, and EXI Solar for failing to notify a concentration and authorizes the transaction* Imposes fines totaling to 977 thousand Mexican pesos. Authorizes the concentration considering that the operation does not pose risks to the process (...)

The Mexican Competition Authority fines two merging parties for gun jumping but approves merger due to no competition concerns (SoftBank / WeWork)
Mexican Competition Authority (Mexico City)
COFECE sanctions SoftBank and WeWork for failing to notify a concentration and authorizes the transaction* Fines amounting to 3 million 379 thousand 600 Mexican pesos were imposed. The concentration is authorized as it is considered that it does not pose risks to competition and free market (...)

Gun jumping: An overview of EU and national case law
Norton Rose Fulbright (Brussels)
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Norton Rose Fulbright (Brussels)
Most merger control regimes, including in the EU, are both mandatory and suspensory. This means that mergers must first be notified to the relevant competition authority and approved, before they can be implemented. A violation of these requirements is often referred to as “gun-jumping.” Until (...)

The Austrian Competition Authority announces that retrospective notification of an acquisition is a violation of the notification requirements and subject to fines (Castanea Rubra / Neue Halberg)
Van Bael & Bellis (Brussels)
On 27 March 2020, the Austrian Federal Competition Authority (“FCA”) announced that, pursuant to its request, the Cartel Court had imposed a fine of € 100,000 on Castanea Rubra Assets GmbH. Castanea Rubra Assets GmbH had acquired 94% of the shares of German-based car parts manufacturer Neue (...)

The Portuguese Competition Authority fines a hospital for gun jumping but accepts payment of the fine in multiple installments to avoid negatively affecting the hospital’s operations during the COVID-19 pandemic (Hospital Particular do Algarve / Hospital São Gonçalo de Lagos) Free
Portuguese Competition Authority (Lisbon)
AdC fines Hospital Particular do Algarve for gun-jumping* The AdC fined Hospital Particular do Algarve, SA (HPA) in the total amount of 155,000 euros for acquiring sole control of Hospital de S. Gonçalo de Lagos S.A. (HSGL) without prior notification of the acquisition and, consequently, (...)

The Portuguese Competition Authority allows payment of a gun jumping fine in installments due to the COVID-19 pandemic (Hospital Particular do Algarve / Hospital São Gonçalo de Lagos) Free
Van Bael & Bellis (Brussels)
In September 2019, the Portuguese Competition Authority (“AdC”) imposed a fine of € 155,000 on Hospital Particular do Algarve (“HPA”) for gun-jumping, finding that HPA had acquired sole control of Hospital de São Gonçalo de Lagos without the AdC’s prior approval. The AdC has recently announced that it (...)

The EU Court of Justice dismisses the appeal made by a Norwegian seafood company against the Commission’s decision which fined the company for putting into effect its acquisition of a salmon producer before getting the approval (Marine Harvest)
ADNOC Group (Abu Dhabi)
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Ashurst (Brussels)
On 4 March 2020, the European Court of Justice ("ECJ") dismissed the appeal made by Norwegian seafood company Marine Harvest against a 2017 ruling of the General Court ("GC") confirming the European Commission ("Commission") 2014 decision fining Norwegian seafood company Marine Harvest for (...)

The EU Court of Justice dismisses the appeal by a seafood company against the Commission’s fine for failure to notify an acquisition (Marine Harvest)
Sidley Austin (Brussels)
CJEU Confirms Double Trouble for Gun Jumpers* On 4 March 2020, the European Court of Justice (“CJEU”) rendered its judgment in the Marine Harvest case. The CJEU dismissed Marine Harvest’s appeal against a European Commission (“Commission”) decision in which the Commission imposed two separate fines (...)

The EU Court of Justice upholds a gun jumping fine on a seafood company (Marine Harvest)
Callol, Coca & Asociados (Madrid)
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Callol, Coca & Asociados (Madrid)
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Callol, Coca & Asociados (Madrid)
On 14 December 2012, Marine Harvest entered into a share purchase agreement under which it acquired a 48.5% stake in one of its competitors, Morpol. The transaction, which was not notified to the Commission, was completed on 18 December 2012. In 2013, Marine Harvest made a mandatory public (...)

The EU Court of Justice upholds the Commission’s fine against a fish farming and processing company for infringing merger control rules (Marine Harvest)
Jones Day (London)
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Hogan Lovells (London)
Norwegian salmon farmer Marine Harvest has been unsuccessful in its appeal to the Court of Justice of the European Union (CJEU) regarding substantial and separate fines imposed on it by the European Commission for both failing to notify a merger and for ’jumping the gun’ in implementing the (...)

The EU Court of Justice upholds the Commission’s decision and fines a seafood company for gun jumping (Marine Harvest)
Zepos & Yannopoulos (Athens)
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Zepos & Yannopoulos (Athens)
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Zepos & Yannopoulos (Athens)
On 4 March 2020 the Court of Justice of the EU delivered its judgement with which it dismissed Marine Harvest’s appeal against the Commission’s decision imposing two separate fines (EUR10 million each) for failure to notify a transaction under Article 4(1) EUMR and for implementing that (...)

The Lithuanian Supreme Administrative Court upholds the Competition Authority’s €947,700 gun jumping fine imposed on one of the largest national agricultural processing companies (Kauno Grūdai)
Van Bael & Bellis (Brussels)
On 17 January 2020, the Lithuanian Competition Council, Konkurencijos taryba, published a decision of the Lithuanian Supreme Administrative Court upholding a € 947,700 gun jumping fine imposed on Kauno Grūdai, one of Lithuania’s largest agricultural processing companies. Kauno Grūdai acquired 51% (...)

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