Mergers & Joint ventures

Mergers

The Belgian Competition Authority imposes interim measure suspending the implementation of the shareholders agreement and the radio access network sharing agreement in the telecommunications market (Telenet / Orange Belgium / Proximus)
Belgian Competition Authority (Brussels)
Interim measure imposed on Orange and Proximus in respect of the joint venture for the sharing of the mobile radio access networks* The Competition College of the Belgian Competition Authority (BCA) has at the request of Telenet Group NV and Telenet BVBA (Telenet) imposed on 8 January 2020 an (...)

The Belgian Competition Authority imposes interim measures suspending a joint venture for the sharing of the mobile radio access networks (Telenet / Orange Belgium / Proximus)
Gomez Acebo & Pombo (Brussels)
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Gomez Acebo & Pombo (Brussels)
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Gomez Acebo & Pombo (Brussels)
On 22 November 2019, the Belgian companies Orange Belgium, SA/NV and Proximus, SA/NV concluded an agreement to create a joint venture for the sharing of the mobile radio access networks. However, the Telenet Group, SA/NV and Telenet, SPRL/BVBA ( jointly, ‘Telenet’) requested a deeper inquiry (...)

The German Competition Authority conducts parallel investigation into potential for cartelization and merger review proceedings resulting in a conditional approval of the joint venture (Telekom / EWE)
Van Bael & Bellis (Brussels)
Telekom and EWE, two of Germany’s largest telecommunications companies, sought to form a joint venture (JV) to expand the fire-optic broadband network in north-western Germany. On 21 March 2019, the German Federal Cartel Office (FCO) launched two sets of parallel proceedings: an investigation (...)

The Dutch Competition Authority confirms the commitment to dissolve the joint venture by two port towing undertakings (Port Towage Amsterdam)
Bird & Bird (The Hague)
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Bird & Bird (The Hague)
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Bird & Bird (The Hague)
PORT TOWING JOINT VENTURE DISSOLVED AFTER INVESTIGATION BY THE DUTCH COMPETITION AUTHORITY: FULL-FUNCTIONALITY QUESTIONED* Background On 20 December 2019, the Dutch Authority for Consumers & Markets (ACM) published a decision in which the commitment to dissolve the joint venture Port (...)

The Dutch Competition Authority identifies anticompetitive risks into a joint venture of port towage in which the companies later decided to dissolve (Svitzer / Iskes)
Netherlands Authority for Consumers & Markets (The Hague)
JOINT VENTURE PORT TOWAGE AMSTERDAM TO BE DISSOLVED, FOLLOWING AN INVESTIGATION OF ACM* Joint ventures cannot be used for circumventing competition rules. The Netherlands Authority for Consumers and Markets (ACM) investigated the joint venture Port Towage Amsterdam (PTA). This joint venture (...)

The EU Commission opens an in-depth investigation relating to a proposed joint venture by aircraft manufacturers (Boeing / Embraer)
DG COMP (Brussels)
Mergers: Commission opens in-depth investigation into joint ventures proposed by Boeing and Embraer* The European Commission has opened an in-depth investigation to assess the proposed creation of two joint ventures by aircraft manufacturers Boeing and Embraer, under the EU Merger Regulation. (...)

The Ukrainian Competition Authority issues new guidelines clarifying the notification of joint ventures
Redcliffe Partners (Kyiv)
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Redcliffe Partners (Kyiv)
ANTIMONOPOLY COMMITTEE OF UKRAINE ISSUED NEW GUIDELINES CLARIFYING THE NOTIFICATION OF JOINT VENTURES: ANTIMONOPOLY COMMITTEE OF UKRAIN / UKRAINIAN COMPETITION AUTHORITY / JOINT VENTURES / MINORITY ACQUISITIONS* On 26 September 2019, the Antimonopoly Committee of Ukraine (the ’AMC’) issued new (...)

The Indian Competition Commission clears merger of health insurer (Apollo Munich / HDFC ERGO)
Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
The CCI cleared the proposed merger of health insurer Apollo Munich Health Insurance Company (Apollo Munich) into HDFC ERGO General Insurance Company (HDFC ERGO). HDFC ERGO is a joint venture between HDFC and ERGO International AG. The CCI found that Apollo Munich and the HDFC Group overlapped (...)

The French Competition Authority clears, subject to remedies, the creation of a TV platform by three television channels (Salto)
Autorité de la concurrence (Paris)
Pay Television Sector* The Autorité de la concurrence clears, subject to conditions, the creation of the Salto platform by TF1, France Télévisions and Métropole Télévision (M6) Background Following a referral decision by the European Commission, TF1, France Télévisions and Métropole Télévision (...)

The Swiss Federal Supreme Court affirms a major ticket sale company’s sole legitimacy to submit a complaint against the Competition Commission’s prohibition of the merger between its wholly owned subsidiary and another company (Ticketcorner Holding / Tamedia)
Lenz & Staehelin (Zurich)
In its decision of June 24, 2019, the Federal Supreme Court affirms Ticketcorner Holding AG’s sole legitimacy to lodge a complaint against ComCo’s prohibition of the merger between its wholly-owned subsidiary Ticketcorner AG and Starticket AG. The Federal Supreme Court thereby clarifies that (...)

The EU General Court rejects a legal challenge to conditional clearance of a joint venture in the wholesale provision of premium pay-TV sports channels market (Vodafone / Liberty Global)
Van Bael & Bellis (Brussels)
On 23 May 2019, the General Court of the European Union (“GC”) rejected a legal challenge brought against the European Commission’s (“Commission”) conditional clearance of the Liberty Global / Vodafone joint venture in the Netherlands by rival KPN (see VBB on Competition Law, Volume 2016, No. 8). (...)

The Competition Commission of India clears joint venture between two healthcare companies after deciding it cannot result in any anticompetitive effects (GlaxoSmithKline / Pfizer)
Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
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Shardul Amarchand Mangaldas (New Delhi)
The CCI cleared the proposal by GlaxoSmithKline and Pfizer to combine their global consumer healthcare businesses into a joint venture. [1] The CCI considered overlaps in three product segments; non-narcotics/anti-pyretics, antacids/anti-flatulents and calcium preparations. In all three (...)

The Croatian Competition Authority clears a merger in the sugar market within the context of full liberalization and abolition of production caps on sugar beet in the internal market (Viro Grupa / Tvornica šećera Osijek)
Croatian Competition Agency (Zagreb)
CCA clears joint venture in sugar market created by Viro Grupa and Tvornica šećera Osijek* The concentration on the basis of which a joint venture is created in the sugar production and the wholesale business means the consolidation of the sugar market in Croatia as a result of full (...)

The EU Commission conditionally approves a merger in the market for aircraft slat systems (Spirit / Asco)
Van Bael & Bellis (Brussels)
On 20 March 2019, the Commission conditionally approved the acquisition of Asco by Spirit. The Commission was concerned that the deal would reduce competition in the market for aircraft slat systems. These parts allow the wing of an aircraft to operate at a higher ‘angle of attack’, which (...)

The EU Commission prohibits a merger between producers of rolled copper products (Wieland / Aurubis / Schwermetall)
Van Bael & Bellis (Brussels)
On 6 February 2019, the European Commission (“Commission”) prohibited Wieland’s proposed acquisition of Aurubis. Both companies are producers of rolled copper products, a key input for many industries, including for parts used in electric cars, trains and electronic devices. The Commission’s (...)

The Italian Competition Authority provides useful guidance on under what circumstances an incumbent may associate with a competitor in a public tender for blood derivatives (Kedrion / Grifols)
Portolano Cavallo (Milan)
In January 2018 the AGCM launched an investigation for a possible breach of Article 101 TFEU against two international manufacturers of blood-based pharmaceuticals – Kedrion S.p.A (“Kedrion”) and Grifols Italia S.p.A (“Grifols”) – for participating as a joint venture to a public tender (issued by a (...)

The Indian Competition Authority approves international gas company’s acquisition of 100% stake in 2 local liquified natural gas joint ventures (Shell Gas / HLPL Hazira LNG / HPPL Hazira Port)
Vaish Associates (New Delhi)
Shell Gas B.V acquire 100% shares and sole control of HPPL and HLPL* CCI, by way of order dated 06.12.2018, approved the acquisition of (i)26% shares in Hazira LNG Private Limited (“HLPL”) and (ii) 26% shares in Hazira Port Private Limited (“HPPL”), by Shell Gas B.V (“Shell”) from Total Gas (...)

The EU Commission conditionally clears the creation of six joint ventures for mobility services (Daimler / BMW)
Van Bael & Bellis (Brussels)
On 7 November 2018, the European Commission conditionally approved the creation of six mobility services joint ventures by Daimler and BMW. While the joint ventures will combine Daimler and BMW’s mobility services in ride hailing services, parking services, charging services and other on-demand (...)

The EU Commission clears the creation of six joint ventures in the automobile sector, subject to remedies (Daimler / BMW)
DG COMP (Brussels)
Mergers: Commission clears the creation of six joint ventures by Daimler and BMW, subject to conditions* The European Commission has approved, under the EU Merger Regulation, the creation of six joint ventures by Daimler and BMW, subject to conditions. Daimler and BMW, both active in car (...)

The Turkish Competition Board assesses the creation of two separate joint ventures by four companies and decides that it is necessary that a merger control review be completed (GE / Sumitomo / Shikoku / Sharjah / Projectco / O&MCO)
ELIG Gürkaynak Attorneys-at-Law
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ELIG Gürkaynak Attorneys-at-Law
The Turkish Competition Board (" Board ") assessed the creation of two separate JVs by General Electric Company (" GE "), Sumitomo Corporation (" Sumitomo "), Shikoku Electric (" Shikoku "), and Sharjah Asset Management Holding (“ Sharjah ”) for the wholesale trade of electric and the generation (...)

The South African Competition Tribunal rejects a tender collusion allegation on the basis that the tender was a sham (Geometry / Vaxiprox)
Anheuser-Busch InBev (Johannesburg)
The Competition Commission of South Africa (the Commission) sought an order from the Competition Tribunal of South Africa (the Tribunal) declaring that two brand activation companies (Geometry Global (Pty) Ltd (Geometry) and Vaxiprox (Pty) Ltd (Vaxiprox)) had colluded on a tender issued by a (...)

The Indian Competition Authority fines joint venture for denying access to essential facility in the market for upstream terminalling services (East India Petroleum / South Asia LPG)
Vaish Associates (New Delhi)
CCI imposes penalty on South Asia LPG Company Ltd for abuse of dominant position- a classic case of denial of essential facility* The Competition Commission of India (CCI) by an order dated 11 July 2018, has imposed penalty of INR 19.2 Crore on South Asia LPG Company Ltd (‘SALPG’), a joint (...)

The Alberta Court of Queen’s Bench (Canada) rules a private claim regarding a joint venture agreement between two purchasers of chemicals products (Dow Chemical Canada / Nova Chemicals Corporation)
Steve Szentesi Law Corporation (Vancouver)
Alberta Court of Queen* In a recent decision handed down by the Alberta Court of Queen’s Bench, in Dow Chemical Canada ULC v. NOVA Chemicals Corporation, 2018 ABQB 482 (“Dow Chemical”), the Court established both new law and confirmed earlier case law under sections 45 and 90.1 of the federal (...)

The Italian Competition Authority clears a horizontal cooperation agreement in the telecommunication sector by a commitment decision (Flash Fiber)
Desogus Law Office (Cagliari)
In the Flash Fiber case the Italian Competition Authority (ICA) has closed by a commitment decision an Article 101 TFEU investigation into a horizontal cooperation agreement concerning the telecommunication sector. After the implementation of the commitments agreed with the parties, the ICA (...)

The Antimonopoly Committee of Ukraine issues an explanatory note after the adoption of the Law of Ukraine which improved control over mergers in terms of sanctions-related transactions
Marchenko Danevych (Kiev)
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Marchenko Danevych (Kiev)
With the armed conflict lasting on the Ukrainian territory, economic and business interests are in need of protection as never before. One of the measures recently taken in this regard was to ensure that neither individuals, nor undertakings, placed under conflict-related sanctions, are able to (...)

The EU General Court dismisses appeals against a Commission’s decision to open an in-depth merger investigation (HeidelbergCement / Schlenk Zement / Cemex Croatia)
Van Bael & Bellis (Brussels)
On 27 November 2017, the General Court (“GC”) dismissed appeals brought by HeidelbergCement and Schwenk Zement against the European Commission’s decision of 10 October 2016 to open an in-depth (Phase II) merger investigation into their acquisition – via a joint venture – of Cemex Croatia. In their (...)

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 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 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 US District Court of the Southern District of Ohio grants three pretrial motions and dismisses the entire case with prejudice because of the fail to plea a rule of reason case in the hospital sector (The Medical Center at Elizabeth Place / Premier health)
McDermott Will & Emery (Chicago)
District Judge Walter H. Rice of the Southern District of Ohio granted three pretrial motions brought by the Defendants on the eve of trial in The Medical Center at Elizabeth Place, LLC v. Premier Health Partners, et al., Case No. 3:12-cv-26, 2017 WL 3433131 (S.D. Ohio Aug. 9, 2017), and denied (...)

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 EU Commission prohibits acquisition of largest national cement producer by the largest national cement importers, due to insufficient divestment to fully eliminate competition concerns (HeidelbergCement / Schwenk / Cemex Hungary / Cemex Croatia)
Freshfields Bruckhaus Deringer (Brussels)
HeidelbergCement/Schwenk/Cemex Hungary/Cemex Croatia - Cement travelling across borders* In a nutshell: The acquisition of Cemex Croatia would have seen DDC transform from an expanding importer in Croatia into the largest Croatian incumbent, and customers could have no longer benefitted from (...)

The EU Commission publishes a notice on the notification of the proposed acquisition of an Spanish aircraft company by a UK undertaking (ITP / Rolls-Royce)
McDermott Will & Emery (Paris)
On 4 March 2017, the European Commission (Commission) published a notice concerning the notification of the proposed acquisition of the Spanish aircraft company Industria de Turbo Propulsores SA (Spain, ITP), by Rolls-Royce Holdings plc. (UK, Rolls-Royce). Interested third parties, such as (...)

The Indian Competition Appellate Tribunal reverses the Indian Competition Authority’s decision for a second time and orders an investigation against movies producers (K Sera Sera Digital Cinema / Digital Cinema Initiatives)
Vaish Associates (New Delhi)
COMPAT orders investigation against producers of Hollywood movies* COMPAT by its order dated November 9, 2016 has ordered investigation against 6 producers of Hollywood films for the allegedly forcing a technology, called D-Cinema technology, for providing cinema screening under the auspices (...)

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 DC)
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 US DoJ decides to criminally charged a former company vice president and director for concealing and attempting to destroy documents in the context of a joint venture’ investigation (Coach USA)
McDermott Will & Emery (Washington)
On October 14, 2016, former vice president and director of information technology of Coach USA, Inc. (Coach), Ralph Groen, entered a guilty plea for concealing and attempting to destroy documents and giving false and misleading statements under oath in a deposition during the US Department of (...)

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 EU Commission conditionally approves a joint venture in retail mobile market (Hutchinson/ VimpelCom)
Van Bael & Bellis (Brussels)
On 1 September 2016, the European Commission conditionally cleared the proposed creation of a telecommunications joint venture between Hutchison’s H3G and VimpelCom’s WIND, a combination of the third and fourth largest operators in the Italian retail mobile market. Before the deal, the Italian (...)

The EU 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 Indian Competition Authority approves joint venture of two foreign global manufacturers of ice cream which will operate in the country only through export sales of one product (Nestle / PAI Partners / Riviera Topco)
Vaish Associates (New Delhi)
CCI approves Nestlé & PAI JV* CCI vide its order dated July 1, 2016 has approved JV entered between Nestlé and PAI (through Riviera Topco) which would be jointly controlled by Nestlé and PAI (through Riviera Topco) and would be principally active in the production, distribution and sale of (...)

The EU Commission opens an in-depth investigation pertaining to a joint venture on the market of telecommunication in Italy (Hutchison / VimpelCom)
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 closes cartel case against general insurance public sector enterprises and their associations (TPAs / GIPSA)
Vaish Associates (New Delhi)
Competition Commission of India (CCI) closes case against General Insurance Public Sector Undertakings and their association for alleged cartelization* The CCI, by its order dated January 4, 2016, has closed a case alleging anti-competitive agreements between the four PSU general insurance (...)

The Indian Competition Authority clears a an acquisition of minority shareholdings in the Insurance sector (FAL / ICICI Lombard)
Shardul Amarchand Mangaldas (Mumbai)
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Economic Laws Practice (Mumbai)
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 Competition and Consumer Protection Commission clears the acquisition subject to a number of structural remedies in the fuel sector (Topaz / Esso)
Economic & Social Research Institute
Introduction 1 On 15 October 2015 the Competition and Consumer Protection Commission (CCPC), Ireland’s competition agency, cleared the acquisition by Topaz Investments Limited (Topaz) of Esso Ireland Limited (Esso Ireland), a wholly owned by the Exxon Mobil Corporation, subject to a number of (...)

The Chinese 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 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 Indian Competition Authority approves a joint venture between a global consumer healthcare conglomerate and a global technology conglomerate (JJDC Johnson and Johnson Innovation / Ethicon / Google)
Vaish Associates (New Delhi)
CCI approves the joint venture between Google and Johnson and Johnson for the research and development in respect of the robotic system for surgical intervention* CCI by its order dated July 10, 2015 approved the proposed combination for creation of a JV between Google and Johnson and Johnson (...)

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)
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 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 (...)

The Indian Competition Authority approves an acquisition of additional shares in life and general insurance joint ventures by their 2 holding companies (AXA India / Société Beaujon / BAL / BAGI)
Vaish Associates (New Delhi)
CCI approves acquisition of Bharti AXA Life Insurance Company Limited and Bharti AXA General Insurance Company Limited by AXA India Holdings and SociétéBeaujon* CCI vide its order dated May 13, 2015 gave assent to acquisition of Bharti AXA Life Insurance Company Limited (BAL) and Bharti AXA (...)

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 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)
Haavind (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 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 (Washington DC)
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 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 EU Commission conditionally approves deals in the pharmaceutical sector extending its analysis of pipeline pharmaceutical products (Novartis / GSK)
DG COMP (Brussels)
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DG COMP (Brussels)
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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 EU Commission imposes several commitments to alleviate vertical competition concerns in the space industry (Airbus / Safran)
DG COMP (Brussels)
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DG TRADE (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 Paris Court of Appeal partially annuls the French Competition Authority’s decision due to the lack of by object infringement in the packaged flour case (France Farine / Bach Müle)
Magenta (Paris)
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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 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 Indian Competition Authority approves joint venture between two electronics manufacturers in the market for lead acid storage batteries (Panasonic / Minda Industries)
Vaish Associates (New Delhi)
CCI approves Panasonic-Minda Industries commercial alliance* CCI has approved the proposed joint venture between Minda Industries and Japanese group Panasonic, observing that the deal would not have any appreciable adverse effect on competition in India. Under the said alliance, Minda (...)

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 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 (San Francisco)
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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 (...)

U.S. Federal Court Provides Guidance on Treating Joint Ventures as a "Single Entity" for Antitrust Purposes (Premier)
Jones Day (Washington DC)
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Jones Day (Washington DC)
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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 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 French competition authority forces the incumbent train company to open online ticket selling to competition (SNCF / voyages-sncf.com)
EDHEC (Nice)
French train company SNCF forced to open online ticket selling to competition Summary SNCF, which has a monopoly on rail transport in France, had to agree to let distributors other than its affiliate Voyages-Sncf.com sell its train tickets in France. Facts SNCF operates trains in France, (...)

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 (Nycosia)
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 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)
Covington & Burling (Brussels)
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Liège University
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 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 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 Turkish Competition Board Imposes fine for failing to notify of the establishment of a joint venture (Anayurt)
Erdem & Erdem (Istanbul)
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 EU 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 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 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 EU Commission clears a merger between the two top-tier suppliers of S-PVC upon submission of significant remedies (INEOS / Solvay / JV)
DG COMP (Brussels)
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DG COMP (Brussels)
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European Commission (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 Chinese MOFCOM issues two sets of regulations that have introduced a “simple case track” for merger control reviews
Simmons & Simmons (Shenzhen)
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Simmons & Simmons (Beijing)
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 (Nycosia)
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 (Nycosia)
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 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 (Beijing)
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 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 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 (Canberra)
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 Commission issues a reform package to simplify and streamline the EU merger control regime
McDermott Will & Emery (Brussels)
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McDermott Will & Emery (Brussels)
EUROPEAN COMMISSION SIMPLIFIES ASPECTS OF EU MERGER CONTROL* The European Commission (Commission) has issued a package of measures (the Reform Package), the rationale for which is to simplify and streamline EU merger control. The Reform Package does this by extending “simplified” treatment to (...)

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 (London)
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 (EI du Pont de Nemours)
Latham & Watkins (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 (Dow Chemical Company)
Latham & Watkins (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 acknowledges that two companies can independently from each other exercise decisive influence over their joint venture (Dow Chemical)
Blackstone Chambers (London)
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 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 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 Turkish Competition Board clears a joint venture in the natural gas market (Akpol / Gazprombank)
Kinstellar (Istanbul)
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Esin (Istanbul)
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 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
Chernyshov Lukoyanov & Partners
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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 (Ankara)
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 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 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 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 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)
Autorité de la concurrence (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 EU Commission ends its review of an airline alliance on transatlantic routes (Air Canada / United / Lufthansa)
Van Bael & Bellis (Brussels)
On 23 May 2013, the European Commission announced that it had accepted commitments offered by Star Alliance members Air Canada, United and Lufthansa in the context of the Commission’s examination of their cooperation on the transatlantic air passenger transport market. The Commission had (...)

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 / 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 Chinese MOFCOM releases the interim provisions on the applicable standards in simple cases of concentrations of undertakings for public comment
University of Melbourne
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China Competition Bulletin (Beijing)
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Institute of American Studies (Beijing)
On 3 April 2013, MOFCOM released the Interim Provisions on the Applicable Standards in Simple Cases of Concentrations of Undertakings (Consultation Draft) (draft Standards) for public consultation. The consultation period ends on 2 May 2013. According to Article 2 of the draft Standards, (...)

The German Competition Authority takes a critical view of the online platform project set up by broadcasting groups (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 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 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 Chinese MOFCOM conditionally clears an off-shore joint venture involving European computer technology groups (ARM / Giesecke & Devrient / Gemalto)
First Principles Economics (London)
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 Chinese MOFCOM clears conditionally an international joint venture in the IT sector (ARM / Giesecke & Devrient / Gemalto)
King & Wood Mallesons (Beijing)
MOFCOM cleared Joint Venture between ARM, Giesecke & Devrient and Gemalto with Conditions* On December 6th, 2012, the Ministry of Commerce (“MOFCOM“) cleared the proposed establishment of a joint venture (“JV“) by ARM Holdings plc (“ARM“), a UK semiconductor intellectual property (“IP“) (...)

The German Competition Authority prohibits a 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)
Ashurst (Milan)
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 Canadian Competition Bureau and airline companies reach agreement on controversial transborder joint venture (Air Canada / United Continental)
Université d’Ottawa - University of Ottawa
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Canadian International Joint Commission (Ottawa)
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 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)
Faculty of Law - University of Macau
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 concerning non-compete and confidentiality obligations offered by companies active in nuclear markets (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 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 Authority 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 (Budapest)
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 (Budapest)
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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 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 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 Danish Competition Authority 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 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 Chinese MOFCOM conditionally clears the establishment of a joint venture in the market for cyanoacrylate monomer (Henkel / Tiande)
University of Melbourne
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China Competition Bulletin (Beijing)
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Institute of American Studies (Beijing)
On 10 February 2012, MOFCOM announced that it had conditionally approved the establishment of a joint venture between Tiande Chemical Holdings Co., Ltd. (Tiande) and Henkel Hong Kong Holding Ltd (Henkel), a subsidiary of Henkel KGaA. The joint venture will be set up for the production of (...)

The UK Competition Authority 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 General Court issues a decision holding two joint venture parents liable for cartel behaviour of their 50/50 owned joint venture (Dow Chemical Company)
Latham & Watkins (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)
Latham & Watkins (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 Slovak Antimonopoly Office approved a joint venture in the chemical sector (Henkel/Tiande)
Havel, Holasek & Partners (Brno)
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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 EU Commission opens proceedings against two manufacturers of refrigerants used in car air conditioning (Honeywell / du Pont)
Ashurst (Milan)
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 (...)

Mergers and joint ventures: An overview of EU and national case law
Herbert Smith Freehills (Brussels)
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Novartis (Basel)
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 Polish Competition Authority finds that delay in introducing mobile television service is a result of anticompetitive agreement (Polkomtel / PTK Centertel / PTC / P4)
Greenberg Traurig Grzesiak (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 Turkish Competition Authority approves a merger in the movie services market, subject to remedies (Mars / AFM Case)
GlaxoSmithKline (Istanbul)
The Turkish Competition Board (the "Board") recently (on 9 April 2012) made public its reasoned clearance decision on the merger of the two major cinema chains in Turkey namely Mars Sinema Turizm ve Sportif Tesisler Isletmeciligi A.S. ("Mars Sinema") and AFM Uluslararasi Film Produksiyon (...)

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 (Beijing)
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 Chinese MOFCOM publishes a conditional approval of a transaction in the coal sector under Anti-Monopoly Law (Shenhua)
Jones Day (Beijing)
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Gibson Dunn (Hong Kong)
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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 US DoJ conditionally approves a joint venture under behavioural remedies in the industries of online video distribution and video programming (Comcast / NBC Universal)
Crowell & Moring (Washington)
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Crowell & Moring (Washington)
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United Airlines (Chicago)
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 / NBC Universal)
American University’s Washington College of Law (Washington)
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 conditions helped to fill a gap in the contemporary treatment of vertical mergers. The existence of this gap was (...)

The Canadian Competition Bureau seeks to unwind proposed airline joint venture (Air Canada / United Continental)
Université d’Ottawa - University of Ottawa
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 Canadian Competition Bureau challenges proposed airline joint venture (Air Canada and United Continental)
Université d’Ottawa - University of Ottawa
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Canadian International Joint Commission (Ottawa)
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 Chinese MOFCOM publishes provisional rules on the investigation of concentrations of business operators without legal filing
AnJie Law (Beijing)
Can companies avoid filing concentrations?* When a merger, acquisition or joint venture is connected to the Chinese market and is treated as a concentration under China’s Anti-monopoly Law, a company’s first question to its lawyer is likely to be whether the transaction must be filed with the (...)

The European Commission clears under conditions the creation of a joint venture between two chemical companies (BASF/Ineos Styrene)
JG Associates (Brussels)
"Merger: main developments between 1 May and 31 August 2011"* On 1 June 2011 the European Commission cleared under the EU Merger Regulation the creation of a joint venture combining the existing styrene monomer, polystyrene and acrylonitrile‑butadiene‑styrene (ABS) businesses of INEOS of (...)

The Cyprus Competition Authority accepts a proposed concentration in the market of supply of airport passenger (Swissport Cyprus and Handling)
Elias Neocleous (Cyprus)
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 (Sinochem / DSM)
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)
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Linklaters (Washington)
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UK Competition Appeal Tribunal (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)
JG Associates (Brussels)
Merger: main developments between 1 May and 31 August 201"* 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 Brazilian (...)

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 (Sao Paulo)
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 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 EU Commission clears in phase II the creation of the leading orange juice supplier (Votorantim / Fischer)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
,
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 German Competition Authority clears the establishment of a joint venture in the software sector (CPTN / Novell)
Van Bael & Bellis (Brussels)
On 20 April 2011, the German Competition Authority (“Bundeskartellamt”) cleared the establishment of a joint venture by Apple, EMC, Microsoft and Oracle, CPTN, the purpose of which is to acquire hundreds of software patents from Novell. The venture has also recently won US regulatory approval. (...)

The UK OFT refers an anticipated acquisition of travel services providers to the Competition Commission (Thomas Cook / Co-operative Group / Midlands Co-operative Society)
OECD - Competition Division (Paris)
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 Competition Authority blocks a joint‐venture for the creation of an online video on demand platform by the two leading German TV broadcasters (RTL / Pro7Sat1)
NOCON (London)
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 German Competition Authority prohibits an online video platform joint venture (RTL / Pro7Sat1)
Jones Day (Frankfurt)
,
Jones Day (Dusseldorf)
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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 UK OFT decides to clear proposed national address gazetteer joint venture on the basis of the de minimis exception (Ordnance Survey / 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 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 EU 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 / Consignations)
DG COMP (Brussels)
,
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 EU Commission adopts revised competition rules on horizontal co-operation agreements
Euclid Law (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 (Brighton)
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 EU 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 / GDF Suez)
DG COMP (Brussels)
,
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 German Competition Authority acknowledges withdrawal of merger between two companies active in the iron ore sector (BHP Billiton / 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 Turkish Competition Authority issues merger communiqué stipulating merger control rules and notification procedure
GlaxoSmithKline (Istanbul)
Introduction More than a year ago, the Turkish Competition Authority (the "Authority") introduced a new set of merger control rules which came into force on 1 January 2011 under Communique No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Turkish Competition Board (...)

The French Competition Authority clears a merger between several agricultural cooperatives in Brittany (Triskalia)
Autorité de la concurrence (Paris)
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 creation, by the Coopagri Bretagne, Union Eolys and CAM 56 agricultural (...)

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 EU Commission approves the creation of a joint venture between French incumbent railway operator and UK railways company (SNCF / LCR / Eurostar )
JG Associates (Brussels)
"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 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 French Competition Authority authorises the creation of a mutual insurance group company by three insurance companies (MACIF / MAIF / MATMUT)
Autorité de la concurrence (Paris)
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 group company (French acronym SGAM) , called SFEREN, consisting of the MACIF, the MAIF (...)

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)
Dish Network (Denver)
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)
Shearman & Sterling (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 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 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 EU 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)
JG Associates (Brussels)
"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
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,
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 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 EU Commission opens formal investigation into a proposed iron ore joint venture (BHP Billiton / Rio Tinto)
Van Bael & Bellis (Brussels)
On 18 October 2010, BHP Billiton and Rio Tinto announced that they have abandoned their plans to enter into a proposed $120 billion joint venture combining their Western Australian iron ore production activities in light of strong resistance from the Commission and the German Federal Cartel (...)

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 Austrian Competition Authority conditionally clears joint venture between oil companies (BP / Shell / OMV)
Van Bael & Bellis (Brussels)
According to a recent press release, the Austrian Competition Authority has conditionally cleared a proposed joint venture between oil companies BP, Shell and OMV. The joint venture provides refuelling services at Salzburg airport, but does not itself sell fuel (this is done separately by the (...)

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)
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 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)
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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 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 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)
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Freshfields Bruckhaus Deringer (Berlin)
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 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
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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 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)
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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 and specifies what counsels need to know about the China’s Anti-Monopoly Law
White & Case (Beijing)
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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)
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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)
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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 / Moser Holding)
Reidlinger Schatzmann Rechtsanwälte (Vienna)
,
Freshfields Bruckhaus Deringer (Vienna)
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 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 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 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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Hewlett Packard (Geneva)
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 EU Court of Justice annuls the Court of First Instance’s judgment relating to a joint venture in the music publishing sector (Sony / BMG)
DG COMP (Brussels)
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DG FISMA (Brussels)
"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 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 (...)

The Lazio Regional Administrative Court cancels the NCA’s decision fining € 11.3 M a market-sharing agreement in water services (Acea / Suez / Publiacqua)
Luigi Prosperetti & Partners (Milan)
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 Turkish Competition Authority approves a joint venture in the construction services market (Goldman Sachs / TAV Yatýrým Holding)
Erdem & Erdem (Istanbul)
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 Spanish Competition Authority fines tourist cruise companies for collusion (Creuers de Sóller)
Van Bael & Bellis (Brussels)
On 9 June 2008, the Spanish Competition Authority adopted a decision finding that Tramontana SA and Excusiones Marítimas Puerto de Sóller SL were guilty of collusive behaviour in breach of the Spanish provision equivalent to Article 81 EC. Tramontana SA and Excusiones Marítimas Puerto de Sóller SL (...)

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 (Milan)
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 Icelandic Competition Authority clears 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 (Reykjavik)
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 (Vienna)
,
DORDA (Wien)
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 Italian Competition Authority fines € 11.3 M a market-sharing agreement in the water services sector (Acea / Suez / Publiacqua)
Luigi Prosperetti & Partners (Milan)
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 (Rome)
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 German Federal Cartel Office approves mobile television broadcasting cooperation subject to commitments (T-Mobile/Vodafone/O2)
Blomstein (Berlin)
Background The market for mobile television is still at an early stage of the development. In Germany, different mobile TV standards have undergone test phases but until now no German-wide system is in operation. Already in 2006, three major mobile phone network operators T-Mobile, T-Vodafone (...)

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 (Reykjavik)
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 EU Commission clears the creation of a joint venture combining recorded music businesses of two leading companies (Sony / BMG)
JG Associates (Brussels)
,
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 Higher Regional Court of Düsseldorf specifies the criteria for concluding non-competition clauses to the detriment of minority shareholders (AnzeigenblattGU)
Gleiss Lutz (Munich)
,
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 (...)

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 (Budapest)
,
Oppenheim (Budapest)
,
Oppenheim (Budapest)
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 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), (...)

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)
Free University of Berlin
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 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 (Istanbul)
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 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 EU Commission fines a cartel in the gas insulated switchgear sector
DG COMP (Brussels)
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DG COMP (Brussels)
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Hong Kong Competition Commission
"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 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 Hungarian Competition Office gives conditional clearance to the creation of a joint venture in the press logistics sector (MédiaLog Fiege)
Oppenheim (Budapest)
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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 (Copenhagen)
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 its position on the risk of coordination by parent companies while clearing its 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 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 (Wien)
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 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 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 (Austin)
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 US Supreme Court immunizes from antitrust liability price-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 rules unanimously that the joint venture’s unified price between two companies’ brands of gasoline was not a price-fixing (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 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 Turkish Competition Authority clears a merger in the cereals market subject to revision of a provision aiming at resale price maintenance (Kellogg-Yildiz)
Esin (Istanbul)
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 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 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 French Competition Council restrictively applies the ECHR to competition law proceedings in a case of public tendering (“Strasbourg European Parliament works”)
Altana Law (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 (...)

The EU Commission conditionally clears the creation of a joint venture between Dutch newspaper publishers (PCM / Wegener)
JG Associates (Brussels)
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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)
JG Associates (Brussels)
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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)
JG Associates (Brussels)
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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 (Istanbul)
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 (...)

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 (Rome)
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)
Autorité de la concurrence (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 EU Commission conditionally clears a merger in the uranium enrichment services industry (AREVA / ETC)
JG Associates (Brussels)
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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)
JG Associates (Brussels)
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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 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 (...)

The Austrian Cartel Court cleared a distribution joint-venture in the press sector subject to remedies aimed at ensuring media pluralism (Morawa / Mediaprint)
NERA (Berlin)
The operation Morawa Pressevertrieb GmbH (Morawa) and Mediaprint Zeitungs- und Zeitschriftenverlag GmbH & Co KG (Mediaprint) are together the only undertakings active in the field of press distribution in Austria and proposed the establishment of a distribution joint venture, Morawa (...)

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 (Brussels)
"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 (Brussels)
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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 (...)

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 EU Commission approves a Spanish joint venture in the media sector (Prisa / Polestar)
JG Associates (Brussels)
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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 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, Köves & Partners (Budapest)
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Lakatos, Köves & Partners (Budapest)
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Kinstellar (Budapest)
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 EU Commission approves the creation of a joint venture bringing together the DCPD RIM (synthetic rubber) activities of two Japanese manufacturers (Zeon / Teijin)
DG COMP (Brussels)
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JG Associates (Brussels)
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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 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 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)
DG COMP (Brussels)
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JG Associates (Brussels)
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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 conditionally clears the merger of the medical ventilators, anaesthesia delivery systems and patient monitoring businesses of two German companies (Siemens / Drägerwerk)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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DG GROW (Brussels)
"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 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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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DG GROW (Brussels)
"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 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 EU 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)
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 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, subject to commitments, the acquisition of a German oil and petrochemicals producer, holding that the change from joint to sole control does not give rise to competition concerns (BP / Veba Oel)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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DG GROW (Brussels)
"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 German and Dutch companies after they undertook to terminate their joint venture agreement (Haniel / Cementbouw / JV)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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DG GROW (Brussels)
"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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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Financial Conduct Authority (London)
"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 Competition Authority clears a merger in the online travel agency industry (T-Online / Bild.de)
European Court of Justice (Luxembourg)
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DG Economic and Financial Affairs (ECFIN) (Brussels)
"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 EU 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)
DG COMP (Brussels)
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Financial Conduct Authority (London)
"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 EU Commission refers to the German Competition Authority the examination of the impact of a proposed joint venture in the energy sector on the downstream market for oil products (Deutsche / RWE-DEA)
DG Economic and Financial Affairs (ECFIN) (Brussels)
,
DG COMP (Brussels)
,
Financial Conduct Authority (London)
"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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
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Financial Conduct Authority (London)
"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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
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DG COMP (Brussels)
,
Financial Conduct Authority (London)
"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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
,
DG COMP (Brussels)
,
Financial Conduct Authority (London)
"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 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)
,
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 EU 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)
,
DG Economic and Financial Affairs (ECFIN) (Brussels)
"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 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)
DG Economic and Financial Affairs (ECFIN) (Brussels)
,
DG COMP (Brussels)
,
Financial Conduct Authority (London)
"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 (...)

The EU Commission approves, subject to remedies, a joint venture between UK and German pharmaceuticals companies (Smith & Nephew / Beiersdorf)
DG Economic and Financial Affairs (ECFIN) (Brussels)
,
DG COMP (Brussels)
,
Financial Conduct Authority (London)
"Merger Control: Main developments between 1st January 2001 and 30th April 2001"* At the end of January the Commission gave regulatory clearance to a proposed joint venture between British undertaking Smith & Nephew plc and Beiersdorf AG of Germany after the parties made substantial (...)

The French Minister of Economy clears a merger in the the market for electricity supply subject to remedies, 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 EU Commission clears a joint venture combining the nuclear activities of French and German companies (Framatome / Siemens)
European External Action Service (Brussels)
,
Financial Conduct Authority (London)
,
DG COMP (Brussels)
"Merger Control: main developments between 1st September 2000 and 31st December 2000"* On 6th December 2000, the European Commission cleared a joint venture which combines the nuclear activities of Framatome SA of France with those of Siemens AG of Germany. The joint venture, as initially (...)

The OECD holds a roundtable on competition issues in joint ventures
OECD - Competition Division
Executive summary, by the Secretariat Considering the discussion at the roundtable, the delegate submissions, and the issues paper, a number of key points emerge. (1) The incidence of joint ventures is increasing especially in sectors where innovation costs and, or competition are increasing. (...)

The German Competition Authority clears a joint venture in the market for special interest magazines subject to the divestiture of two magazine titles (Axel Springer / Jahr Verlag)
Baker McKenzie (Dusseldorf)
The operation On 19 June 2000 Axel Springer Verlag AG (“Axel Springer”) notified the Bundeskartellamt of a proposed joint venture of its subsidiary, Top Special Verlag GmbH, with Offene Handelsgesellschaft in Firma Jahr Verlag GmbH & Co. (“Jahr Verlag”). The purpose of the joint venture (...)

The Turkish Competition Authority clears a merger in the construction sector subject to limitations on bidding in future tenders (Koç / Garanti Koza)
Esin (Istanbul)
The operation Prior to the transaction, 98.34% of the shares of Garanti Koza were being held by Koc Group companies. The Parties entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) on June 01, 2000 whereby Koc Group agreed to sell to Balfour and Balfour agreed to purchase and (...)

The European Commission approves the cooperation agreement between two car manufacturers (General Motors/Fiat)
DG COMP (Brussels)
,
Kreab (Brussels)
"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 conditionally approves a merger in the mobile telecommunications services (France Telecom/Orange)
European External Action Service (Brussels)
,
Financial Conduct Authority (London)
,
DG COMP (Brussels)
"Merger Control: main developments between 1st May 2000 and 31st August 2000"* After the Commission had approved Vodafone Airtouch’s acquisition of Germany’s Mannesmann in April, subject to the divestment of Orange, so as to remove competition concerns arising from overlaps in the Belgian and (...)

The EU Commission conditionally approves the creation of an Internet portal joint-venture (Vizzavi / Vodafone / Vivendi / Canal Plus)
European External Action Service (Brussels)
,
Financial Conduct Authority (London)
,
DG COMP (Brussels)
"Merger Control: main developments between 1st May 2000 and 31st August 2000"* Regulatory clearance for the creation of the Vizzavi Internet portal joint venture between Vodafone, Vivendi and Canal+ was made possible after the companies submitted commitments to ensure rival Internet portals (...)

The European Commission fines a company other than a notifying party in merger proceedings for the first time (Mitsubishi Heavy Industries)
European External Action Service (Brussels)
,
Financial Conduct Authority (London)
,
DG COMP (Brussels)
"Merger Control: main developments between 1st May 2000 and 31st August 2000"* The Commission has imposed fines on Mitsubishi Heavy Industriesfor failing to supply information with regard to a joint venture last year between Kvaerner and Ahlström. This is the first time the Commission has fined (...)

The EU Commission authorises, subject to remedies, the participation of a UK Broadcaster in the pay-tv operator in Germany (BSkyB / KirchPayTV)
DG COMP (Brussels)
"The Commission’s assessment of the participation of BSkyB in the pay-tv operator in germany"* Pay-TV KirchPayTV has a virtual monopoly on the German pay-TV market, although with a loss making business. BSkyB adds a very successful pay-TV company, with experience of digital interactive TV (...)

The EU 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)
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 EU Commission authorizes the creation of joint venture in the publishing industry (BOL Spain/Bertelsmann/Planeta Corporación)
European Commission (DG NEAR)
"Commission authorises creation of joint venture BOL Spain by Bertelsmann AG and Planeta Corporación S.R.L."* The European Commission has cleared the concentration between Bertelsmann AG and Planeta Corporación S.R.L. Through this operation the parties will obtain joint control over Books (...)

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 French Minister of Economics clears in phase II the creation of a joint venture in the sector of production and sale of de-icing salt subject to divestiture, obligation of supply and withdrawing the use of a trademark (CSME / MDPA / SCPA / ROCK )
French Competition Authority (Paris)
The operation Following the Commission’s decision of full referral, the French Minister of Economy authorised the creation of a joint venture between two companies active in the sale of de-icing salt subject to voluntary remedies. The markets concerned by remedies The market concerned by (...)

The EU Commission authorises an alliance between Italian and Dutch airlines subject to behavioural remedies (KLM / Alitalia)
DG COMP (Brussels)
"Alitalia-KLM: A new trend in assessing airline alliances ?"* On 11 August 1999, the European Commission authorised the alliance between the Italian airline Alitalia and the Dutch airline KLM. The investigation of the proposed alliance brought the Commission to address a certain number of (...)

The EU Commission approves a joint venture between British and US telecommunications operators after examining possible coordinated effects (British Telecom / AT&T)
European Commission - DG TRADE (Brussels)
,
European Commission - DG TRADE (Brussels)
"Mergers: Recent developments and important decisions"* In BT/AT&T the Commission investigated possible coordination effects of the proposed joint venture between British telecom and the US company AT&T. BT is currently the fifth biggest telecommunications operator. Its principal (...)

The EU Court of First Instance confirms the Commission’s decision prohibiting a merger in the platinum and rhodium markets (Impala Platinum / Gencor / Lonrho)
DG GROW (Brussels)
,
European Commission - DG CLIMA
"Comment on the Judgement of the Court of First Instance of 25 March 1999 in the merger case IV/M.619 - Gencor/Lonrho"* Gencor is a South African mining group controlling the South African platinum mining company Impala Platinum (“Implats”). Lonrho is a British company with interests in two (...)

The European Commission addresses the issue of spill over effects of a merger in a case concerning the creation of a joint venture in the broadcasting sector (Canal+/CDPQ/BankAmerica)
DG COMP (Brussels)
"Mergers : Recent Developments and Important Decisions"* In Canal+/CDPQ/BankAmerica, the spill-over effects were found on a market upstream from the joint venture. The joint venture itself concerned pay-TV in France; but competition problems were found to result in the market for the (...)

The EU Commission opens a detailed enquiry into a proposed joint venture between two of the world’s largest telecommunications operators (British Telecom / AT&T)
DG COMP (Brussels)
"Mergers : Recent Developments and Important Decisions"* The Commission decided to open detailed enquiry into a proposed joint venture between British Telecom and the US firm AT&T, two of the world’s largest telecommunications operators. The joint venture will provide a broad range of (...)

The European Commission approves the creation of a joint venture between producers of both steel and plastic strapping (Thyssen Krupp Stahl/ITW Signode/Titan)
European Commission - DG TRADE (Brussels)
,
DG COMP (Brussels)
"Mergers Recent important decisions" On 5 May 1998 the Commission approved an operation creating a joint venture between Thyssen Krupp Stahl and ITW Signode The joint venture will produce both steel and plastic strapping in Germany for sale in Western Europe and the rest of the world. The (...)

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)
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 EU Commission acknowledges the withdrawal of notification of a joint venture in the clay sewage pipes sector (Wienerberger / Cremer & Breuer)
European Commission - DG TRADE (Brussels)
,
DG COMP (Brussels)
"Mergers Recent important decisions" On 4 December 1997 Wienerberger Baustoffindustrie AG (“Wienerberger”) and Deutsche Steinzeug Cremer & Breuer (“Cremer & Breuer”) notified their intention to combine their activities in the area of clay sewage pipes in a joint venture. Cremer & (...)

The EU Commission approves the creation of a joint venture in the pharmaceutical sector between a French company and a US company (Sanofi / Bristol-Myers Squibb)
DG COMP (Brussels)
"Mergers : other developments"* The Commission approved the creation of a joint venture in the pharmaceutical sector between the French company Sanofi and the US company Bristol-Myers Squibb. The purpose of the cooperation is the development, manufacture and commercialisation of two new (...)

The Turkish Competition Authority clears a merger in the retail distribution market subject to one of the parent companies refraining from activity in the relevant market (Migros Metro)
Esin (Istanbul)
The operation Migros and Metro are both active in the retail sector in Turkey. The transaction is the establishment of 5 joint ventures by and between Migros and Metro for which purpose the Parties had entered into an agreement (“Agreement”) on December 1, 1997. According to the Agreement the (...)

The EU Commission approves the creation of a joint venture in the dairy sector between a Swedish dairy cooperative and a Danish dairy cooperative but only after its scope has been severely reduced (Arla ekonomisk förening / MD Foods Amba)
DG COMP (Brussels)
"Mergers : other developments"* The Commission approved the creation of Scandairy K/S, a joint venture in the dairy sector between the Swedish dairy cooperative Arla ekonomisk förening and the Danish dairy cooperative MD Foods amba, but only after its scope had been severely reduced. The joint (...)

The Council of the EU extends the scope of the merger regulation in order to ensure a ’one-stop shop’ system at the Community level (Council Regulation (EC) No 1310/97)
DG COMP (Brussels)
"Merger : Summary of the most important recent developments"* Taking into account the considerable efforts, costs and legal uncertainty created by multiple national filings of the same transaction, the Council has decided to extend the scope of the Merger Regulation in order to ensure a (...)

The Council of the EU amends the merger regulation with respect to full function co-operative joint ventures stating that they are subject to the merger regulation
DG COMP (Brussels)
"Mergers : Recent Developments and Important Decisions"* A change to the Merger Regulation whose effects can now be seen more clearly is the inclusion within its scope of operations known as ‘full function co-operative joint ventures’ (FFCJVs). The aim of the change is, broadly, to increase (...)

The EU Commission prohibits the creation of a joint-venture in the silicon carbide sector (Saint-Gobain / Wacker-Chemie / NOM)
DG GROW (Brussels)
,
DG COMP (Brussels)
"Mergers - Summary of the most important recent developments"* The second prohibition decision concerned the creation of a joint venture in the silicon carbide sector between Société Européenne des Produits Réfractaires (SEPR), belonging to the Saint-Gobain group, Elektroschmelzwerk Kempten (ESK), (...)

The European Commission approves the creation of a joint venture in the television and radio broadcasting sectors (Bertelsmann/CLT)
DG GROW (Brussels)
,
DG COMP (Brussels)
"Mergers - Summary of the most important recent developments"* In the television/broadcasting sector, the European Commission decided on 7th October 1996 to declare the creation of the joint venture CLT-UFA compatible with the common market. CLT is the holding company of the CLT group which (...)

The EU Commission approves the formation of a joint venture between two oil companies combining their European activities in the refining and marketing of fuels and lubricants (BP / Mobil)
DG GROW (Brussels)
,
DG COMP (Brussels)
"Mergers - Summary of the most important recent developments"* On 7th August 1996, the Commission approved the proposed formation of a joint venture between BP and Mobil which combines their European activities in the refining and marketing of fuels and lubricants. BP and Mobil will combine (...)

The European Commission opens proceedings for a detailed investigation of a proposed joint venture for the manufacture, processing, marketing and sale of silicon carbide (Saint-Gobain/Wacker Chemie/NOM)
DG GROW (Brussels)
"Mergers : Summary of the most important recent developments"* On 31st July the Commission opened proceedings for a detailed investigation of the proposed joint venture between two subsidiaries of Saint-Gobain and Wacker Chemie and NOM (a private state-owned Dutch investment and development (...)

The European Commission initiates an in depth investigation of the proposed joint venture for supply of services to operators of cable, audiovisual and television services (Telefonica/Sogecable/Cablevision)
DG GROW (Brussels)
"Mergers : Summary of the most important recent developments"* On 26th July 1995 Telefonica and Sogecable together with Canal Plus, Spain agreed to merge their activities relating to the supply of services to operators of cable, audiovisual and television services in a joint venture, (...)

The EU Commission amends its decision authorizing the establishment of a joint venture in the polyolefins sector subject to conditions and obligations corresponding to commitments given by the parties (Montell / Shell / Montedison)
DG GROW (Brussels)
"Mergers : Summary of the most important recent developments"* On 24th April 1996, the Commission decided to amend its Decision 94/811 EC of 8.6.1994 which had authorized the establishment of Montell, a joint venture in the polyolefins sector between Shell and Montedison, subject to conditions (...)

The EU Commission approves, subject to commitments, two joint ventures between French and German telecommunications operators (Atlas / Phoenix)
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 approves a joint venture in the brewery industry after the parties modified their original agreement (Orkla/Volvo)
JG Associates (Brussels)
,
DG REGIO (Brussels)
"Mergers Summary of the most important recent developments"* The Commission approved the proposed beverage joint venture between ORKLA and VOLVO after the partners amended their original proposals. As a condition for this approval the parties agreed to sell the Hansa brewery business, as a (...)

The EU Commission prohibits a joint venture in the Dutch television market (RTL / Veronica / Endemol)
JG Associates (Brussels)
,
DG REGIO (Brussels)
"Mergers Summary of the most important recent developments"* The Commission decided that the Dutch tv joint venture Holland Media Groep SA (HMG) cannot be approved under the EC Merger Regulation. As a result the creation of HMG has been declared incompatible with the common market. HMG is a (...)

The EU Commission prohibits the creation of a joint venture intended to transmit satellite TV programs to cable TV operators and households receiving satellite TV on their own dish (NSD)
DG REGIO (Brussels)
,
European Commission - DG HR (Brussels)
"Mergers : summary of the most important recent developments"* On 19 July 1995 the Commission prohibited the NSD joint venture following a five-month investigation of the case. NSD was intended to transmit satellite TV programmes to cable TV operators and households receiving satellite TV on (...)

The EU Commission initiates an in-depth investigation into the creation of a joint venture in the automobile industry (ABB / Daimler Benz)
DG REGIO (Brussels)
,
European Commission - DG HR (Brussels)
"Mergers : summary of the most important recent developments"* The Commission initiated an in depth investigation on 23 June 1995 in the ABB/Daimler Benz case. The proposed joint venture (to be called Daimler-Benz Rail Transportation) will cover the worldwide activities of ABB and Daimler-Benz (...)

The EU Commission investigates into the creation of a joint venture in the beverages industry (Orkla / Volvo)
DG REGIO (Brussels)
,
European Commission - DG HR (Brussels)
"Mergers : summary of the most important recent developments"* The Commission is currently conducting an in depth investigation into the proposal of Orkla (Norway) and Volvo (Sweden) to form a joint beverages company operating in the two countries. The joint venture will produce, bottle, (...)

The EU Commission carries out a detailed inquiry in a Dutch TV proposed joint venture (RTL / Veronica / Endemol)
DG REGIO (Brussels)
,
European Commission - DG HR (Brussels)
"Mergers : summary of the most important recent developments"* The Commission’s began an examination of the RTL/Veronica/Endemol case following a request from the Dutch government to this effect, in the absence of which the Commission would not have jurisdiction to deal with the case since the (...)

The EU 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)
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 receives a notification of a concentration to create a joint venture between Nordic TV satellite operators (Torrington / NSK)
EACEA (Education, Audiovisual and Culture Executive Agency)
"Mergers : Summary of the most important recent developments"* On 23.02.1995, Norsk telecom AS (NT), Telemarkt A/A (TD) and Industrieforvältningen AB Kinnevik (Kinnevik) notified on operation by which they will create a joint venture called Nordic Satellite Distribution (NSD). NSD will be in (...)

The US DoJ conditionally approves a joint venture in the telecommunications sector, subject to remedies resolving antitrust concerns (Comcast / NBC Universal)
Wolters Kluwer (Riverwoods)
Comcast/NBC Universal Joint Venture Receives Regulatory Approval* The Department of Justice Antitrust Division and the Federal Communications Commission today conditionally approved a joint venture between Comcast Corp. and General Electric Co.’s subsidiary NBC Universal Inc. The joint (...)

Procedures

The US Court of Appeals for the Sixth Circuit considers that activity in connection with a joint venture that is plausibly procompetitive is not subject to per se analysis or condemnation (The Medical Center at Elizabeth Place / Atrium Health System)
Orrick, Herrington & Sutcliffe (San Francisco)
Plausible Pro-competitive Justifications Remove Joint Venture Restraints from the Per Se Rule* In The Medical Center at Elizabeth Place, LLC v. Atrium Health System, Case No. 17-3863 (6th Cir. Apr. 25, 2019), the Sixth Circuit held that activity in connection with a joint venture that is (...)

The US Court of Appeals for the sixth circuit establishes test for determining whether the conduct of joint ventures should be analysed under the rule of reason test (The Medical Center at Elizabeth Place / Atrium Health System)
McDermott Will & Emery (Chicago)
,
McDermott Will & Emery (Washington)
,
McDermott Will & Emery (Chicago)
A recent decision by the US Court of Appeals for the Sixth Circuit is important for competitors involved in joint ventures because it states what mode of antitrust analysis—the per se rule or the rule of reason—applies to the conduct of joint ventures when it is challenged as anticompetitive. The (...)

The Supreme Court of Spain rules that the ‘fortuitous discovery’ doctrine holds special cassation relevance and admits several appeals to clarify and develop this doctrine (IRMASOL)
CMS Albiñana y Suárez de Lezo (Madrid)
Between June and July 2018, the Spanish Supreme Court has granted leave to proceed to several appeals in competition law cases by means of Orders that recognised the special cassation relevance of the ‘fortuitous discovery’ doctrine. In these appeals, the Supreme Court will analyse the substance (...)

Hong Kong’s Competition Authorities publish the final guidelines on how they propose to interpret, apply, investigate and enforce the new Competition Ordinance
Simmons and Simmons (Hong Kong)
,
Simmons and Simmons (Hong Kong)
Following the announcement that the Competition Ordinance (Cap 619) (Ordinance) will come into effect on 14 December 2015, the Competition Commission (Commission) and Communications Authority (collectively, the Competition Authorities) released the final guidelines to accompany the Ordinance (...)

The German Competition Authority issues a report on sector inquiry into rolled asphalt industry
European Commission (Brussels)
Germany: Final Report on Sector Inquiry into rolled Asphalt Industry * On 1 October 2012 the Bundeskartellamt (BKartA) published its final report on the sector inquiry it has conducted into the industry for rolled asphalt, which is the asphalt type primarily used in road construction. The (...)

The Italian Competition Authority requests modifications in legislation in field of leniency policy and merger review
European Commission (Brussels)
The Italian Competition Authority requests modifications in legislation in field of leniency policy and merger review* In the report issued at the beginning of October 2012 (see this ECN Brief), the Italian Competition Authority (ICA) stated that efforts to promote competition need to be (...)

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