The EU General Court upholds a €28M fine for gun jumping in a two-stage transaction to acquire a medical imaging business (Canon / Toshiba Medical Systems)

On 18 May 2022, the General Court of the European Union (“GC”) rejected Canon’s appeal of a € 28 million gun jumping fine imposed by the European Commission (“Commission”) in 2019. The judgment is the latest in a string of Commission appellate victories regarding violations of merger control procedure. Notably, the judgment expands upon the previous opinions of the Court of Justice of the European Union (“ECJ”) on how the EU Merger Regulation’s standstill requirements apply to the implementation of multi-step transactions. Background Canon acquired control of Toshiba Medical Systems Corporation (“TMSC”) from Toshiba through a two-step transaction. In a first step, Toshiba transferred 95% of the shares of TMSC to a special purpose vehicle (“SPV”), for the nominal price of € 800. At the