Mergers & Joint ventures

Mergers

The Spanish Competition Authority imposes fines totaling €127 million for participation in a cartel that fraudulently divvied up at least 82 tenders in the railway sector (Alstom / Bombardier / Cafs / Cobra / Nokia...)
Spanish Competition Authority (Madrid)
The CNMC imposed fines of more than 127.8 million euros on the main security, signaling and communications systems companies of AVE’s medium-distance and commuter network in Spain.* For 15 years, these companies made up a cartel that divvied up tenders called for by Adif, with a value of more (...)

The French Competition Authority clears the creation of a joint venture in the sector of public charging stations for electric cars in the Antilles and French Guiana (AGI / EDF PEI / Genak / SAFO)
French Competition Authority (Paris)
For the first time, the Autorité de la concurrence is studying the markets for electric vehicle charging stations* It has cleared the creation of a joint venture in the sector of public charging stations for electric cars in the Antilles and French Guiana. Background The Autorité has cleared (...)

The US FTC requests a public comment on the application of an electric services company to modify its final order related to a natural gas joint venture (Nexus Gas Transmission / DTE Energy)
US Federal Trade Commission (FTC) (Washington)
FTC Requests Public Comment on DTE Energy Company’s Application to Modify Final Order Settling Competition Concerns Related to Natural Gas Joint Venture* The Federal Trade Commission is seeking public comment on a petition by DTE Energy Company to reopen and modify the FTC’s 2019 order, which (...)

The Australian Competition Authority finds that the proposed coordination of Japanese and Australian flights between two airlines is not in the public interest (Qantas / Japan Airlines)
Australian Competition and Consumer Commission (Canberra)
ACCC finds Qantas and Japan Airlines alliance not in the public interest* The ACCC has denied authorisation for Qantas (ASX:QAN) and Japan Airlines to coordinate flights between Australia and Japan under the terms of a joint business agreement. The ACCC found that the agreement would likely (...)

The German Competition Authority clears a magazine publisher’s plans to participate in the joint venture with a distribution company (MZV / Klambt)
German Competition Authority (Bonn)
Bundeskartellamt clears Klambt’s participation in MZV* The Bundeskartellamt has cleared plans by the magazine publisher Klambt to participate in the joint venture MZV Moderner Zeitschriften-Vertrieb previously controlled by FUNKE Mediengruppe and Burda. The authority specifically examined the (...)

The Spanish Competition Authority approves with commitments the creation of a 50% joint venture between companies specialised in the mooring and unmooring businesses in the Port of Barcelona (Mooring & Port Services / Cemesa Amarres)
Spanish Competition Authority (Madrid)
The CNMC approves with commitments the creation of a 50% joint venture between Mooring & Port Services and Cemesa Amarres de Barcelona* The CNMC approves with commitments the creation of a 50% joint venture between Mooring & Port Services and Cemesa Amarres de Barcelona The merger (...)

The Canadian Competition Authority reaches an agreement with a national cooperative federation and a fertilizer retailer on their proposed joint venture subject to divestments (FCL / Blair’s)
Canadian Competition Bureau (Gatineau)
Competition Bureau reaches agreement with Federated Co-operatives Limited and Blair’s on their proposed joint venture* The Competition Bureau announced today that it has reached an agreement with Federated Co-operatives Limited (FCL) and Blair’s Family of Companies related to their proposed (...)

The Polish Competition Authority publishes its annual antitrust activity report for 2020
Bird & Bird (Warsaw)
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Bird & Bird (Warsaw)
At the end of June, the Polish Competition Authority (UOKiK) published its annual activity report for 2020 (the Report). The Report shows that last year was particularly notable for UOKiK’s enforcement. Highest fine in UOKiK’s history UOKiK imposed the highest fine in its history on Gazprom. (...)

The Spanish Competition Authority sanctions two cartels formed by multiple passenger transport companies in Cantabria (Anfersa Adaptado / Buses Benito / Autocares Mariano)
Spanish Competition Authority (Madrid)
The CNMC sanctions two cartels formed by passenger transport companies in Cantabria.* They affected passenger transport services by road in this autonomous community, both regular and discretionary, and especially school transport. The investigation of the cartels constitutes one of the CNMC’s (...)

The US Supreme Court prohibits an association from restraining student-athlete education-related benefits while recognizing the association still retains considerable flexibility to regulate such benefits (NCAA / Alston)
Jones Day (Washington)
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Jones Day (Colombus)
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Jones Day (Washington)
The Court’s ruling that certain NCAA rules violate antitrust law opens the door for student-athletes to receive additional benefits. But it does not extend to compensation relating to athletic performance, conferences remain free to pass their own rules independently, and universities may decide (...)

The US Supreme Court upholds a decision which said that the restrictions imposed by the sports association on education-related compensation for student-athletes violate the antitrust laws (NCAA / Alston)
Baker & Miller (Washington)
More to Supreme Court’s NCAA decision than just sports* Introduction There has been a plethora of articles about the Supreme Court’s 21 June 2021 decision upholding a decision that the restrictions imposed by the National Collegiate Athletic Association (NCAA) on education-related compensation (...)

The US Supreme Court unanimously affirms that a school sports association’s compensation limits for “education-related benefits” violate antitrust law (NCAA / Alston)
Hausfeld (Washington)
On June 21, 2021, the Supreme Court unanimously affirmed the Northern District of California’s findings in National Collegiate Athletic Association v. Alston concerning the NCAA’s rules limiting college athlete compensation. Leaving no doubt about the need for existential change from within the (...)

The Australian Competition Authority authorizes several energy companies to enter into a joint venture (Vali gas)
Australian Competition and Consumer Commission (Canberra)
Vali gas joint venture participants granted authorisation for joint marketing* The ACCC has granted authorisation for Vintage Energy Ltd (ASX: VEN), Metgasco Ltd (ASX: MEL) and Bridgeport (Cooper Basin) Pty Ltd, a wholly owned subsidiary of New Hope Corporation Limited (ASX: NHC), to enter (...)

The Mexican Competition Authority updates its merger guidelines which clarify notification requirements for joint ventures and the failing firm defense
Jones Day (Mexico)
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Jones Day (Brussels)
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Jones Day (Washington)
Newly revised merger control guidelines ("Guidelines") from the Comisión Federal de Competencia ("COFECE"), Mexico’s competition law authority, clarify when parties to joint ventures or collaborations ("JVs") must report those transactions to COFECE. The Guidelines provide much needed guidance (...)

The Irish Competition Authority clears subject to conditions a joint venture between the national electricity supply board and a forestry company (ESB / Coillte)
Irish Competition Authority (Dublin)
CCPC obtains commitments in ESB/Coillte joint venture* The Competition and Consumer Protection Commission (CCPC) has cleared, subject to a number of legally binding commitments, the proposed joint venture between the Electricity Supply Board (ESB) and Coillte Cuideachta Ghníomhaíochta Ainmnithe (...)

The EU Commission unconditionally clears a fuel-cell joint venture aiming to achieve climate-neutral and sustainable transportation (Volvo / Daimler)
Cleary Gottlieb Steen & Hamilton (Brussels)
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Columbia Law School
Volvo Group (“Volvo”) and Daimler Truck AG (“Daimler”), notified a joint venture (“JV”) in the relatively novel but rapidly evolving hydrogen fuel-cell sector to the European Commission (“EC”, the “Commission”) . The JV cellcentric GmbH & Co. KG, based in Germany, will be active in the development, (...)

The Australian Competition Authority grants interim authorisation for three national gas exploration company to enter into joint marketing arrangements (Vintage Energy / Metgasco / Bridgeport)
Australian Competition and Consumer Commission (Canberra)
Vali joint venture granted interim authorisation for gas marketing arrangements* The ACCC has granted interim authorisation for Vintage Energy Ltd (ASX: VEN), Metgasco Ltd (ASX: MEL) and Bridgeport (Cooper Basin) Pty Ltd to enter into joint marketing arrangements. Vintage, Metgasco and (...)

The EU Court of Justice confirms the liability of a parent company for the conduct of its subsidiaries involved in a cartel (Goldman Sachs)
Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (Brussels)
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Herbert Smith Freehills (Brussels)
On 27 January 2021, the Court of Justice of the EU (CJEU) dismissed in its entirety an appeal brought by the Goldman Sachs Group (Goldman Sachs) against a General Court ruling which confirmed Goldman Sachs’ joint and several liability in the 2014 power cables cartel (judgment here). The CJEU (...)

The Japanese FTC and the Government propose draft guidelines for business collaboration between large companies and startups for the purpose of promoting open innovation and ensuring fair and free competitive environments
White & Case (Tokyo)
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White & Case (Tokyo)
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White & Case (Tokyo)
On December 23, 2020, the Japan Fair Trade Commission ("JFTC") and Ministry of Economy, Trade and Industry ("METI") proposed a draft of Guidelines for Business Collaboration with Startups ("Guidelines") for the purpose of promoting open innovation and ensuring fair and free competitive (...)

The German Competition Authority authorises a proposed joint venture company to run a digital healthcare platform for the purchase and ordering of both prescription and over-the-counter medicines (Phoenix / Noventi)
Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
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Van Bael & Bellis (Brussels)
The Bundeskartellamt, the German competition authority (BKA), authorised today under German merger control rules a proposed joint venture company (JV) to run a digital healthcare platform for the purchase and ordering of both prescription and over-the-counter medicines and other functions such (...)

The German Competition Authority clears under merger control the launch of a digital health platform (Phoenix / Noventi)
German Competition Authority (Bonn)
Bundeskartellamt allows Phoenix and Noventi to launch digital health platform* The Bundeskartellamt has cleared under merger control the planned launch of a joint venture by the Phoenix Group subsidiary ADG Apotheken-Dienstleistungsgesellschaft mbH, Mannheim, and the pharmacy services provider (...)

The Irish Competition Authority carries out a phase 2 investigation of an energy corporation and state-owned forest company’s joint venture (ESB / Coillte)
Irish Competition Authority (Dublin)
CCPC to carry out a Phase 2 investigation of ESB and Coillte joint venture* The Competition and Consumer Protection Commission (CCPC) has decided to carry out a full Phase 2 investigation into the proposed joint venture between the Electricity Supply Board (ESB) and Coillte Cuideachta (...)

The Spanish Competition Authority opens in-depth investigation into a merger involving two mooring and port services companies (S.L. / Cemesa Amarres de Barcelona)
Spanish Competition Authority (Madrid)
The CNMC will analyse in depth the merger involving Mooring & Port Services, S.L. and Cemesa Amarres de Barcelona* It consists of creating a joint venture, which will be the only provider of mooring services in the Port of Barcelona. The CNMC starts an in-depth investigation (Phase II), (...)

The EU Commission refers the acquisition of a telecom company back to the UK Competition Authority (Telefónica / Liberty Global)
DG COMP (Brussels)
Mergers: Commission refers acquisition of newly created joint venture by Telefónica and Liberty Global to the UK competition authority* The European Commission has referred the proposed acquisition by Telefónica S.A. and Liberty Global PLC of a newly created joint venture to the Consumers and (...)

The Slovak Competition Authority opens proceedings for the merger of two energy companies (ČEZ ESCO / Slovenský plynárenský priemysel)
Slovak Competition Authority (Bratislava)
MERGERS: AMO SR initiated an administrative proceedings in the matter of a merger of companies ČEZ ESCO, a.s., and Slovenský plynárenský priemysel, a. s.* On 10 November 2020 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter "the Office”) initiated an (...)

The Italian Competition Authority publishes an investigation into a cooperative joint venture between copyright collecting companies (New IMAIE / SCF)
Portolano Cavallo (Milan)
The Italian Competition Authority opened an investigation into a potential anti-competitive agreement in connection with the creation of a joint venture between two copyright collecting societies. On November 3, 2020, the Italian Competition Authority (AGCM or the “ICA”) opened a formal (...)

The Hong Kong Competition Authority accepts commitments by four container terminal operators applying to form a joint venture (Hong Kong Seaport Alliance)
Hong Kong Competition Commission
Competition Commission accepts commitments from Hong Kong Seaport Alliance* The Competition Commission (“Commission”) today announced the acceptance of commitments (“Commitments”) offered under section 60 of the Competition Ordinance (“Ordinance”) by Modern Terminals Limited (“MTL”) and HPHT Limited (...)

The UK Competition Authority clears joint venture between brewing companies (Carlsberg / Marston’s)
United Kingdom’s Competition Authority - CMA (London)
Deal between Carlsberg and Marston’s given the go-ahead* The CMA has cleared the proposed joint venture between brewing companies Carlsberg and Marston’s. Both companies are large brewers of beer and cider, as well as offering related services, such as wholesale supply of their own and other (...)

The Polish Competition Authority imposes a maximum fine due to lack of approval for the joint venture to 6 companies participating in the construction of a gas pipeline (Gazprom / Nord Stream 2)
Polish Competition Authority (Warsaw)
Nord Stream 2 - maximum penalties imposed by UOKiK President* Tomasz Chróstny, President of UOKiK, has imposed a penalty of over PLN 29 bn on Gazprom, and of over PLN 234 mln on 5 remaining companies participating in the construction of the gas pipeline - as a result of the lack of approval for (...)

The Polish Competition Authority imposes a record fine against gas industry company in a joint-venture case (Gazprom)
Taylor Wessing (Warsaw)
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University of Warsaw
By the decision of 6 October 2020 No. DKK-178/2020 (“Decision”) and after a two-year formal investigation the Polish Competition Authority (“PCA”) finalized its action against Nord Stream 2 project and imposed fine of PLN 29,075,726,808 (ca. EUR 6.4 billion) on PJSC “Gazprom” (“Gazprom”). In the (...)

The EU General Court provides useful jurisdictional clarifications for deals involving joint ventures acting as an acquirer (Heidelberg Cement / Schwenk Zement)
Latham & Watkins (Brussels)
Jurisdictional issues in deals involving joint ventures – Review of the General Court judgment in Heidelberg Cement and Schwenk Zement (T-380/17)* The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) (...)

The EU Commission takes note of the General Court’s judgment confirming its decision to prohibit an acquisition in the construction sector in Hungary and Croatia (HeidelbergCement / Schwenk Zement / Cemex)
DG COMP (Brussels)
Mergers: Commission takes note of General Court judgment in HeidelbergCement/Schwenk/Cemex Hungary/Cemex Croatia merger case* The European Commission takes note of the judgment of the General Court, which confirms the Commission’s decision prohibiting the acquisition by HeidelbergCement and (...)

The EU General Court clarifies the application of the merger regulation to acquisitions by joint ventures and other jointly controlled companies (HeidelbergCement)
Willkie Farr & Gallagher (Brussels)
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Willkie Farr & Gallagher (Paris)
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Willkie Farr & Gallagher (London)
On 5 October 2020, the General Court of the European Union (the “General Court”) confirmed the 2017 decision by the European Commission (the “Commission”) to prohibit the proposed acquisition by HeidelbergCement and Schwenk of Cemex Croatia (the “HeidelbergCement case”). In its judgment, the General (...)

The EU General Court upholds the Commission decision to block a takeover in the construction sector (Cemex Croatia / HeidelbergCement / Schwenk)
Ashurst (London)
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Ashurst (Brussels)
On 5 October 2020, the EU’s General Court ("GC") upheld the European Commission’s ("Commission") decision to block the takeover of Cemex Croatia by DDC thereby dismissing the case brought by DDC’s parent companies, HeidelbergCement and Schwenk Zement ("Schwenk") claiming, inter alia, that the (...)

The US FTC accepts abandonment of a proposed joint venture coal mining operations in the Southern Powder River Basin (Peabody Energy / Arch Coal)
US Federal Trade Commission (FTC) (Washington)
Statement of FTC Bureau of Competition Director Ian Conner on Peabody Energy Corporation and Arch Coal’s Abandonment of Their Proposed Joint Venture* Agency had alleged that merger would harm competition in the market for thermal coal mined in the Southern Powder River Basin Federal Trade (...)

The Maltese Competition Authority holds that the withdrawal of a supermarket operator from a previously cleared joint venture does not require a decision update as it further alleviates any competition concerns raised (Retail Marketing / Co-op Trading Company / Polrem / Valyou..)
Malta Competition and Consumer Affairs Authority (Ħamrun)
Update on the decision of the Office for Competition of 5 June, 2020 on full-function joint venture between Retail Marketing Limited and Co-op Trading Company Limited, Polrem Limited, S. Borg & Sons Limited, Tower Supermarkets Complex Limited, Valyou Pendergardens Operations Ltd., Belleview (...)

The Russian Competition Authority approves the conclusion of a joint venture agreement between a producer of heated tobacco and a producer of devices for their consumption (Philip Morris / KT&G)
Russian Federal Antimonopoly Service (Moscow)
The FAS Approved Trasaction In The Market Of Innovative Nicotine-containing Products* FAS approved conclusion of a joint venture agreement between Philip Morris products S.A. and Korean company KT&G Corporation The agreement concerns the joint sale of innovative nicotine-containing (...)

The Slovak Competition Authority stops administrative proceedings in the matter of a joint venture after concluding that it does not constitute a merger because it will not permanently perform all the functions of an independent economic entity (Conti Tech Techno-Chemie / Dk)
Slovak Competition Authority (Bratislava)
MERGERS: AMO SR stopped an administrative proceedings in the matter of a merger of undertakings Conti Tech Techno-Chemie GmbH and dk Beteiligungsgesellschaft mbH* On 27 August 2020 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter “the Office”) on the (...)

The Higher Regional Court of Dusseldorf dismisses an appeal brought by two producers of hydrodynamic slide bearings against a decision of the Competition Authority prohibiting them to create a joint venture (Miba / Zollern)
Van Bael & Bellis (Brussels)
On 26 August 2020, the Higher Regional Court of Düsseldorf (“the Court”) dismissed as inadmissible an appeal by Miba and Zollern, two producers of hydrodynamic slide bearings, against a January 2019 decision of the German Federal Cartel Office (“FCO”) prohibiting them from creating a joint venture (...)

The Turkish Competition Authority evaluates the transaction concerning the acquisition of sole control of a shipping company by a terminal investor (TIL / Marport)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
This case summary includes an analysis of the Turkish Competition Board’s (“Board”) Marport decision in which the Board evaluated the transaction concerning the acquisition of sole control of Marport Liman İşletmeleri Sanayi ve Ticaret Anonim Şirketi (“Marport”) by Terminal Investment Limited Sàrl (...)

The Romanian Competition Authority launches for public debate the commitments proposed by banks intending to become joint shareholders of a provider of integrated cash management services (Société Générale / Raiffeisen Bank / Banca Comercială Română)
Romanian Competition Council (Bucharest)
The Competition Council Launches for Public Debate the Commitments Proposed by BRD, Raiffeisen and BCR* The Competition Council launches for public debate the commitment proposals formulated by BRD - Groupe Société Générale SA (BRD), Raiffeisen Bank SA and Banca Comercială Română (BCR) in order to (...)

The Hong Kong Competition Authority opens public consultations on commitments offered by four container terminal operators applying to form a joint venture (Hong Kong Seaport Alliance)
Hong Kong Competition Commission
Competition Commission consults on proposed commitments from Hong Kong Seaport Alliance* The Competition Commission (“Commission”) today commenced a consultation on proposed commitments offered under section 60 of the Competition Ordinance (“Ordinance”) by the Hong Kong Seaport Alliance (...)

The Polish Competition Authority fines €50 million a gas company for failure to cooperate in the investigation into the construction of a gas pipeline (Gazprom)
Polish Competition Authority (Warsaw)
Nord Stream 2 - President of UOKiK imposes penalty on Gazprom* President of UOKiK Tomasz Chróstny has imposed a penalty of PLN almost 213 mln on Gazprom for failure to cooperate in the investigation conducted in relation to the construction of Nord Stream 2 gas pipeline. Such an obligation (...)

The New Zealand Competition Authority reaches a settlement in equine air freight price-fixing proceeding (IRT Partnership)
New Zealand Commerce Commission (Wellington)
Settlement reached in equine air freight price-fixing proceeding* A settlement has been reached with the International Racehorse Transport New Zealand Partnership (IRT Partnership) in a price fixing case arising from an arrangement between IRT Partnership and its competitor for the provision (...)

The German Competition Authority clears a joint venture between two German newspapers in the printed advertisement sector but examines the cooperation between these two firms (Süddeutsche Zeitung / Frankfurter Allgemeine Zeitung)
German Competition Authority (Bonn)
Joint marketing of advertising space - Süddeutsche Zeitung and Frankfurter Allgemeine Zeitung can establish a joint venture, but the examination of the cooperation under antitrust law is still ongoing* After examining the project under merger control law the Bundeskartellamt has cleared the (...)

The Romanian Competition Authority authorizes the set up of a joint-venture in the agricultural sector (Al Dahra Agriculture / OCP)
Romanian Competition Council (Bucharest)
The Competition Council authorized the set up of a joint venture company by Al Dahra Agriculture LLC, United Arab Emirates and OCP s.a. Morocco* The Competition Council authorized the set up of a joint venture company by Al Dahra Agriculture LLC, United Arab Emirates and OCP S.A., Morocco. (...)

The Maltese Competition Authority clears joint venture in supermarket operations following an in-depth investigation (Retail Marketing / Co-op Trading Company / Polrem / Valyou...)
Malta Competition and Consumer Affairs Authority (Ħamrun)
Full-function Joint Venture between Retail Marketing Limited and Co-op Trading Company Limited, Polrem Limited, S. Borg & Sons Limited, Tower Supermarkets Complex Limited, Valyou Pendergardens Operations Ltd., Belleview Supermarkets Co. Ltd. and Valyou Supermarket Limited (Phase 2 (...)

The Dutch Competition Authority conditionally allows a joint venture of the nation’s largest public-transport company and of the transport network company to create a travel app together (Dutch Railways NS / Pon)
Netherlands Authority for Consumers & Markets (The Hague)
Mobility service provider Pon en Dutch Railways NS are conditionally allowed to create travel app together* Dutch Railways NS and Pon are allowed to create a new company, which will operate an app that allows consumers to plan, book and pay for their trips, combining different modes of (...)

The Californian Government debates a bill which, if passed, would broaden the type of healthcare transactions that require California AG review and approval prior to any acquisition of or affiliation with a healthcare facility or provider
McDermott Will & Emery (Los Angeles)
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McDermott Will & Emery (Chicago)
California Senate Bill (SB) 977, if passed, would broaden the type of healthcare transactions that require California Attorney General (AG) review and approval. SB 977 would require that a healthcare system, private equity group or hedge fund provide written notice to, and obtain the written (...)

The Chinese State Administration for Market Regulation accepts the first merger filing involving a variable interest entities structure (Shanghai Mingcha Zhegang / Huansheng Information Technology)
King & Wood Mallesons (Beijing)
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King & Wood Mallesons (Beijing)
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King & Wood Mallesons (Beijing)
Preamble On 20 April 2020, China’s State Administration for Market Regulation ("SAMR") formally accepted a filing for the Establishment of a Joint Venture between Shanghai Mingcha Zhegang Management Consulting Co., Ltd. (“SMZ”) and Huansheng Information Technology (Shanghai) Co., Ltd. ("SMZ (...)

The Spanish Competition Authority dismantles a cartel affecting the supply of radars to the national meteorological agency (AEMET)
Van Bael & Bellis (Brussels)
On 13 February 2020, the Spanish Competition Authority (“CNMC”) imposed fines totalling € 610,000 on three companies involved in cartelising the market for the supply of radars to the Spanish national meteorological agency (“AEMET”) between autumn 2014 and the end of 2018. The investigation was (...)

The Belgian Competition Authority imposes an interim measure suspending the implementation of a shareholder’s 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 an interim measure to temporarily suspend the joint venture between two of the three main telecom companies in the national market (Telenet / Orange Belgium / Proximus)
Bird & Bird (Brussels)
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Bird & Bird (Brussels)
On 8 January, the Belgian Competition Authority ("BCA") imposed an interim measure to temporarily suspend the joint venture ("JV") between Orange and Proximus, two of the three main telecom players in the Belgian market. The cooperation between Orange and Proximus relates to the sharing of (...)

The Belgian Competition Authority imposes interim measures suspending a joint venture for sharing the mobile radio access networks (Telenet / Orange Belgium / Proximus)
Gómez-Acebo & Pombo (Brussels)
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Gómez-Acebo & Pombo (Brussels)
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Gómez-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 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 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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Dutch Ministry of Education, Culture and Science (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 German Competition Authority clears the plans of telecommunications companies to jointly expand and operate fiber-optic networks (Telekom Deutschland / EWE)
Bird & Bird (Dusseldorf)
The German Federal Cartel Office (“FCO”) has cleared the plans of Telekom Deutschland GmbH and EWE AG to jointly expand and operate fiber-optic networks in parts of North West Germany. This is a landmark decision by the FCO in relation to the expansion of fiber optic networks in Germany, (...)

The Dutch Competition Authority needs further investigation into a joint-venture of asphalt plant construction companies (BAM / Heijmans)
Netherlands Authority for Consumers & Markets (The Hague)
Further investigation needed into joint venture of asphalt plants of construction companies BAM and Heijmans* The plans of Dutch construction companies BAM and Heijmans to combine their asphalt plants have not yet been cleared by the Netherlands Authority for Consumers and Markets (ACM). BAM (...)

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 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 US FTC requires the parties in a sale of natural gas pipeline to revise their agreement in order to eliminate a non-compete covenant deemed unreasonably limited in scope (Nexus Gas Transmission / DTE Energy)
Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a September 13, 2019 enforcement action, the Federal Trade Commission required the parties in a sale of a natural gas pipeline to revise their agreement to (...)

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)
French Competition Authority (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 rolled copper products producers (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 Advocates (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 Authority assesses the creation of two separate joint ventures by four companies and decides that it is necessary for a merger control review to be completed (GE / Sumitomo / Shikoku / Sharjah / Projectco / O&MCO)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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 Turkish Competition Authority does not fine the notifying party for providing misleading information and approves the acquisition (Jacobs Group / Kasap Family / Jacobs TR)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
This case summary concerns an analysis of the Board’s Jacobs decision, in which the Board evaluated the notification submitted by Jacobs TR, regarding the transaction by and between Jacobs Group, Kasap Family and Jacobs TR, a wholly owned subsidiary of Jacobs Group, which intended to acquire (...)

The South African Competition Tribunal rejects a tender collusion allegation on the basis that the tender was a sham (Geometry / Vaxiprox)
Anheuser-Busch InBev (Leuven)
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 an essential facility in the market for upstream terminalling services (East India Petroleum / South Asia LPG)
Vaish Associates Advocates (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)
Giannino SI (Monserrato)
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 Court of Rome confirms that Russian-Roulette clauses can be included in shareholders’ agreements in order to solve deadlocks (Lamaro Appalti / Sviluppo Centro)
Portolano Cavallo (Milan)
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Portolano Cavallo (Rome)
A very well-structured decision from the Court of Rome confirmed that Russian-Roulette clauses can be included in shareholders’ agreements as a valid method to solve deadlocks. Generally speaking, Russian roulette clauses have been imported in Italy from the Anglo-American practice. Such (...)

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 requirements of a joint venture under the merger regulation (Austria Asphalt)
Antoniou McCollum & Co. (Nicosia)
The European Court of Justice (ECJ) ruled in Austria Asphalt v Bundeskartellanwalt (Case C-248/16) that when there is a change in the type of control over an existing undertaking from sole to joint control, the criterion of a concentration within the meaning of the EU Merger Regulation (EUMR) (...)

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

The EU Court of Justice renders a judgement regarding the rules governing the notification of mergers resulting in the creation of joint ventures (Austria Asphalt)
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 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 the 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 Advocates (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 DoJ jointly issue antitrust guidance for human resource professionals
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
On October 20, 2016, the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly issued new guidance designed to help human resources professionals and their companies understand the potential antitrust implications of their work. The guidance (...)

The US DoJ decides to criminally charge a former company vice president and director for concealing and attempting to destroy documents in the context of a joint venture investigation (Ralph Groen)
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 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 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 clears an acquisition in the 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 Advocates (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 Advocates (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 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 Irish Competition Authority clears an acquisition subject to a number of structural remedies in the fuel sector (Topaz / Esso)
Trinity College Dublin
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)
This article has been nominated for the 2016 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. 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 (...)

The Polish Competition Authority annuls a decision sanctioning an alleged cartel of major mobile telecom operators for cooperating in connection with tender proceedings (Mobile TV / ITF)
Dentons (Warsaw)
On 23 September 2015, the Polish Court of Competition and Consumer Protection (“SOKiK”) issued a judgment in case no. XVII AMA 112/12 in which it annulled the Chairperson of the Office for Competition and Consumer Protection’s (“UOKiK”) decision of 23 November 2011 in case no. DOK-8/2011. The case (...)

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 (Johnson and Johnson / Ethicon / Google)
Vaish Associates Advocates (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 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 EU Commission conditionally approves online rights licensing and administration joint venture between collective management organizations (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 Mozambican Government discloses expensive merger filing fees
Vieira de Almeida (Lisbon)
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DLA Piper (Lisbon)
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ABCC (Maputo)
Decree 79/2015, of June 5, was disclosed yesterday, setting out the fees to be charged by the incoming Mozambican Competition Authority for a number of services. ProcedureFee Merger Filing 5% of the turnover of the year preceding the request for the review of the transaction.The turnover is (...)

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 Advocates (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 an 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)
Sciences Po Paris
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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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Spanish Copyright Board (Madrid)
"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 (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 Advocates (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)
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Jones Day (Washington)
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Jones Day (Cleveland)
The United States District Court for the Southern District of Ohio has unsealed its summary judgment opinion in The Medical Center at Elizabeth Place v. Premier Health Partners. The Court granted summary judgment in favor of the defendants—four hospital systems that operated pursuant to a joint (...)

The 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 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 (Nicosia)
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 (Liège)
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)
This article has been nominated for the 2014 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. 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 (...)

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 Chinese MOFCOM blocks a joint venture in the shipping sector notwithstanding the fact that both U.S. and EU competition authorities had chosen not to challenge the transaction (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 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 EU Commission approves a joint venture in the PVC production sector based on a divestiture (INEOS / Solvay / JV)
Van Bael & Bellis (Brussels)
On 8 May 2014, the European Commission conditionally cleared the joint venture combining the European chlorvinyls businesses of INEOS of Switzerland and Solvay of Belgium. During an in-depth review of the deal, the Commission expressed concerns regarding two markets: the North West European (...)

The Chinese MOFCOM 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 (Nicosia)
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 (Nicosia)
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 (Wellington)
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 (...)

Procedures

The EU Court of Justice confirms that financial investors can be liable where they hold 100% voting rights over an indirect entity that participated in a cartel (Goldman Sachs)
Covington & Burling (Brussels)
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Covington & Burling (London)
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Covington & Burling (Brussels)
On 27 January 2021, the Court of Justice of the European Union (“CJEU”) confirmed in Goldman Sachs Group Inc. v European Commission that financial investors can be liable where they hold 100% voting rights over an indirect entity that participated in a cartel, even though the investor does not (...)

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)
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McDermott Will & Emery (Washington)
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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 (...)

The Hong Kong Competition Authority publishes its final guidelines on how it proposes to interpret and enforce the Competition Ordinance
Simmons and Simmons (Hong Kong)
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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 (...)

Regulations

The US DoJ issues its first business review letter under the DoJ-FTC expedited COVID-19 competitor collaboration review procedures, blessing several medical supply companies to work together to produce and distribute protective equipment Free
White & Case (Washington)
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White & Case (New York)
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White & Case (Washington)
On April 4, 2020, the Antitrust Division of the Department of Justice issued its first Business Review Letter under the DOJ-FTC joint expedited COVID-19 competitor collaboration review procedures, blessing several medical supply companies to work together to produce and distribute personal (...)

The Brazilian Federal Senate approves a bill which amends private legal relations and affects the enforcement of the Brazilian antitrust law during the COVID-19 outbreak Free
Caminati Bueno Advogados (São Paulo)
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Caminati Bueno Advogados (São Paulo)
Tthe Brazilian Federal Senate approved last Friday (April 3rd) the Bill No. 1,179/20, which amends private legal relations during the Covid-19 pandemic and also affects the enforcement of Law No. 12,529/11 (“Brazilian Antitrust Law”). We highlight that the referred Bill is still subject to the (...)

The Indian Competition Authority issues Guidance note on “non-compete” clauses
Vaish Associates Advocates (New Delhi)
CCI Issues Guidance note on “Non-compete” clause: An Overview* Introduction “Non-compete” obligations are frequently incorporated in M & A transactions to facilitate the effective implementation of a proposed combination. Non-compete obligations enable the Acquirer to secure complete benefit (...)

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