Minority Shareholdings

Mergers

The German Competition Authority clears the acquisition of software designer by national database company (Beck / RA-MICRO)
German Competition Authority (Bonn)
C.H. Beck can acquire share in RA-MICRO* The Bundeskartellamt has cleared the acquisition of a minority share in the provider of practice management software for law firms, RA MICRO Software GmbH, Berlin, by the publishing house C.H. Beck, Munich, which publishes expert legal information. The (...)

The Australian Competition Authority investigates acquisition of shares between two financial comparison sites (iSelect / Innovation Holdings)
Australian Competition and Consumer Commission (Canberra)
ACCC to investigate the acquisition of iSelect shares by Compare the Market’s owners* The ACCC is investigating acquisitions by Innovation Holdings Australia Pty Ltd. that would provide it with approximately 35 per cent of the shares of iSelect Limited (ASX: ISU). Innovation Holdings (through (...)

The US FTC starts accepting stakeholder comments for upcoming virtual consultations on proposed amendments to HSR rules
US Federal Trade Commission (FTC) (Washington)
FTC to Hold Virtual Q&A Sessions in November on Proposed Amendments to HSR Rules and Advanced Notice of Proposed HSR Rulemaking* The Federal Trade Commission will host three public Question and Answer sessions as part of its ongoing HSR Rulemaking initiative. These one-hour virtual events (...)

The Romanian Competition Authority approves a transaction through which two banks become shareholders in a provider of integrated cash management services already owned by third competing bank, subject to conditions (BRD / Raiffeisen / CIT One / Banca Comercială Română)
Romanian Competition Council (Bucharest)
The Competition Council Approved the Transaction Through Which BRD and Raiffeisen Enter CIT One Shareholders* The Competition Council approved the transaction through which BRD - Groupe Société Générale SA (BRD) and Raiffeisen Bank SA enter the shareholding of CIT One SRL, together with Banca (...)

The US FTC and DoJ announce proposed changes to the regulations governing when a filing must be made under the HSR Act
Cleary Gottlieb Steen & Hamilton (Washington)
On September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) announced proposed changes to the regulations governing when a filing must be made under the Hart-Scott-Rodino (HSR) Act that would likely significantly expand the filing requirements and increase the HSR (...)

The US DoJ and FTC announce proposed changes to the HSR premerger notification rules and seek public comments
Covington & Burling (Washington)
The Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) (the “Agencies”) announced proposed changes to the premerger notification rules (“Rules”) promulgated under the Hart-Scott-Rodino (“HSR”) Act on September 21, 2020. Although the Agencies’ proposals are (...)

The US FTC and DoJ seek comments on proposed amendments to HSR rules and advanced notice of proposed HSR rulemaking
US Federal Trade Commission (FTC) (Washington)
FTC and DOJ Seek Comments on Proposed Amendments to HSR Rules and Advanced Notice of Proposed HSR Rulemaking* The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, will publish in the Federal Register a Notice of Proposed Rulemaking and (...)

The US FTC issues a notice of proposed rulemaking to amend the premerger notification rules that implement the Hart-Scott-Rodino Antitrust Improvements Act
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
Tell Me More – Antitrust Agencies to Demand More Information from Investment Funds* The Federal Trade Commission (“FTC”) recently issued a notice of proposed rulemaking to amend the premerger notification rules (the “Rules”) that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (...)

The US DoJ and FTC seek comments on proposed amendments to HSR rules
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
What Happened: The FTC and DOJ proposed new Hart–Scott–Rodino (HSR) rules that, if issued in final form, will significantly change HSR practice for Private Equity (PE) companies. The Proposed Rules are subject to comment for 60 days after they are published in the Code of Federal Regulations (...)

The US DoJ requires divestiture in the acquisition of a craft brew alliance (Anheuser-Busch InBev / Craft Brew Alliance)
US Department of Justice - Antitrust Division (Washington)
Justice Department Requires Divestiture In Order For Anheuser-Busch To Acquire Craft Brew Alliance* Divestiture Will Preserve Competition in the Beer Industry in the State of Hawaii The Department of Justice announced today that it is requiring Anheuser-Busch InBev SA/NV (ABI), its (...)

The EFTA Surveillance Authority renews decision requiring disclosure of net short positions of 0.1% and above during the COVID-19 pandemic Free
EFTA Surveillance Authority (Brussels)
ESA renews decision requiring disclosure of net short positions of 0.1% and above* The EFTA Surveillance Authority (ESA) has renewed its decision to temporarily require holders of net short positions in shares traded on a regulated market of the EEA EFTA States to notify the relevant national (...)

The EU Court of Justice rules that a restriction imposed by Italian law on acquisitions in the broadcasting and audiovisual sectors is contrary to EU Law (Vivendi / Mediaset)
Ashurst (Brussels)
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Ashurst (Milan)
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Ashurst (Brussels)
On 3 September 2020, the European Court of Justice ("ECJ") ruled that a restriction imposed by an Italian law on acquisitions in the broadcasting and audiovisual sectors is contrary to the fundamental EU law principle of the freedom of establishment enshrined in Article 49 of the Treaty on the (...)

The UK Competition Authority fines an e-commerce platform for delayed compliance with document request after merger approval (Amazon / Deliveroo)
Van Bael & Bellis (Brussels)
On 8 September 2020, the UK’s Competition and Market Authority (“CMA”) issued a decision fining Amazon for failing to provide 189 documents by the deadline set by the CMA. The document request came during the CMA’s investigation of Amazon’s purchase of a 16% stake in the food-delivery company (...)

The UK Competition Authority clears at phase II an acquisition of a minority shareholding and certain rights in a food delivery company in its first application of “failing firm” defence (Amazon / Deliveroo) Free
CRA International (London)
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CRA International (London)
On 4 August 2020 the CMA cleared Amazon’s proposed minority investment in Deliveroo. Having previously been concerned that the investment could damage competition by discouraging Amazon from re-entering restaurant food delivery in the UK and altering its competitive incentives in respect of (...)

The UK Competition Authority clears a Big tech’s 16% investment in an online food delivery company after finding that it will not substantially lessen competition (Amazon / Deliveroo)
United Kingdom’s Competition Authority - CMA (London)
CMA clears Amazon’s 16% investment in Deliveroo* Following an in-depth investigation, the CMA has today cleared Amazon’s 16% investment in Deliveroo after finding that it will not substantially lessen competition. The Competition and Markets Authority (CMA) completed an initial ‘Phase 1’ (...)

The UK Competition Authority revises its original findings of failing firm defence due to COVID-19 after firm’s improved performance and instead provisionally clears acquisition of 16% of the firm’s stock based on SLC test findings (Amazon / Deliveroo) Free
United Kingdom’s Competition Authority - CMA (London)
CMA revises provisional findings in Amazon/Deliveroo case* The CMA has provisionally cleared Amazon’s 16% investment in Deliveroo, on the basis that it is not likely to result in a substantial lessening of competition. In its initial provisional findings, published in April, the Competition (...)

The Australian Competition Authority continues its investigation into a 19.9% stake airline acquisition and highlights the increased concerns that smaller airlines face due to COVID-19 (Qantas / Alliance Airlines) Free
Australian Competition and Consumer Commission (Canberra)
Investigation into Qantas’s stake in Alliance Airlines continues* The ACCC is continuing to investigate Qantas Airways’ (Qantas) (ASX:QAN) acquisition of a 19.9 per cent stake in Alliance Aviation (Alliance) (ASX:AQZ) during these uncertain times in the aviation industry. Qantas acquired a 19.9 (...)

The UK Competition Authority uses the failing firm defence in a merger between a service provider and a food delivery supplier during the COVID-19 pandemic (Amazon / Deliveroo)
Ashurst (London)
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Ashurst (London)
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Ashurst (London)
While some businesses may choose to delay transactions in light of Covid-19, many transactions will continue, in particular if the target is in financial distress. In such scenarios, the "failing firm defence" may be an available option for obtaining merger control clearance for transactions (...)

The US FTC sues to unwind a cigarette company’s $12.8 billion investment in its competitor in the market for closed-system e-cigarettes (Altria Group / JUUL Labs)
US Federal Trade Commission (FTC) (Washington)
FTC Sues to Unwind Altria’s $12.8 Billion Investment in Competitor JUUL* Today, the Federal Trade Commission filed an administrative complaint alleging that Altria Group, Inc. and JUUL Labs, Inc. entered a series of agreements, including Altria’s acquisition of a 35% stake in JUUL, that (...)

The Indian Competition Authority clears acquisition by automobile manufacturers of small shareholdings in a ride-sharing company (ANI / OLA)
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 acquisition by automobile manufacturers Hyundai and Kia of small shareholdings in ride-sharing company ANI Technologies (ANI/OLA) and its electrical vehicles arm, Ola Electric Mobility (OEMPL), together with strategic cooperation in various areas. The CCI (...)

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 Turkish Competition Authority accepts the transitory nature of joint control status despite a relatively long transition period in the transports market (Kerry Logistics / Asav)
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 Kerry Logistics/Asav HoldCo decision, where the Board, by taking into consideration the parties’ intention with regards to the acquisition of sole control, evaluated whether or not to tolerate an interim joint control period that would exceed (...)

The Indian Competition Authority clears a minority shareholdings acquisition in the financial industry after the submission of the merger notification (Kedaara / Ajax)
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 acquisition by Kedaara Capital Fund (Kedaara), a private equity fund, of an approximately 7.98% stake in Ajax Engineering (Ajax), a manufacturer of concreting equipment. [1] Since there were no horizontal overlaps or vertical relationships, the CCI concluded that the (...)

The French Competition Authority clears a merger, subject to remedies, in the markets of wine and spirits (Marie Brizard / COFEPP)
French Competition Authority (Paris)
Wine and spirits* The Autorité de la concurrence clears - subject to conditions - the acquisition of the group Marie Brizard On 3 January 2019, the Compagnie Financière Européenne de Prises de Participation (“Cofepp”) notified the Autorité de la concurrence its intention to acquire sole control of (...)

The Indian Competition Authority partially approves acquisition of a logistics company’s shares by a financial investment company (SVF Doorbell / Delhivery Private)
Vaish Associates Advocates (New Delhi)
CCI partly approves acquisition of shareholding in Delhivery Private Ltd by SVF Doorbell* By way of order dated 21.02.2019, the Commission has approved the acquisition of 22.44% shares, as compulsory convertible preference shares, of the total share capital of Delhivery Private Ltd (“DPL”) by (...)

The Indian Competition Authority approves the acquisition of an energy company by investment firms with minor common shareholdings in competing firms (Global Power Solutions / Brookfield Assets Management / Caisse de dépôt et placement du Québec)
Vaish Associates Advocates (New Delhi)
Commission approves acquisition of Global Power Solutions Business of Johnson Control by Brookfield* CCI, by way of order dated 14.02.2019, has approved the acquisition of the Global Power Solutions business(“GPS”) of Johnson Controls International plc (“JCI”) by Brookfield Assets Management Inc. (...)

The Indian Competition Authority clears an investment company’s acquisition of optionally convertible preferential stock in an engineering company (Integral / Toyo Engineering)
Vaish Associates Advocates (New Delhi)
Integral Corporation acquires optionally convertible preferential stock in Toyo engineering Corporation* The Commission, by way of order dated 19.12.2018, has approved the acquisition of optionally convertible preferential stock (without voting rights) of Toyo Engineering Corporation (...)

The Turkish Competition Authority holds that the indirect changes on the shareholding structures of two companies do not constitute concentrations and grants a negative clearance to the transaction (Turkland / Groupmed)
ELIG Gürkaynak Attorneys-at-Law (Istanbul)
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ELIG Gürkaynak Attorneys-at-Law (Istanbul)
The Turkish Competition Board (“ Board ”) resolved that the transaction would not be deemed as a concentration requiring mandatory merger control filing before the Turkish Competition Authority (the “ Authority ”), given that the transaction would result in shifting alliances. To that end, the (...)

The German Government opposes foreign investment in an electrical infrastructure due to security concerns (State Grid Corp / 50Hertz)
McDermott Will & Emery (Paris)
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Norton Rose Fulbright (Brussels)
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McDermott Will & Emery (Brussels)
Non-EU inward investors in Germany should be aware of recent developments in German Government policy towards foreign investment in strategic infrastructure and security sensitive areas. Electricity infrastructure is an area that is particularly sensitive for strategic and security (...)

The US FTC files an administrative complaint challenging a proposed acquisition in the market for third-party paid referral services for senior living facilities and enters into a consent decree (Red Venture / Bankrate)
Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
This article has been nominated for the 2018 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 3, 2017, the Federal Trade Commission filed a complaint challenging Red Ventures’ proposed acquisition of Bankrate. The FTC alleged that the deal (...)

The EU Commission conditionally approves the acquisition of a de facto sole control over a national incumbent telecommunications company, subject to remedies (Telecom Italia / Vivendi)
DG COMP (Brussels)
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DG COMP (Brussels)
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DG COMP (Brussels)
Vivendi/Telecom Italia - jurisdictional and substantive assessment of minority shareholdings* In a nutshell: The Vivendi/Telecom Italia case raised interesting issues related to minority shareholdings. In relation to jurisdiction, the transaction consisted of the acquisition of (de facto) (...)

The US FTC clears an acquisition between two companies in the energy sector after they agreed to remedy an overlap for the natural gas pipeline (Enbridge / Spectra)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) recently granted US antitrust clearance for Enbridge’s acquisition of Spectra after the parties agreed to behavioral commitments to remedy an overlap for natural gas pipeline transportation from the wellhead in three markets off the coast of Louisiana (Green (...)

The Australian Competition Authority publishes draft media merger guidelines
University of New South Wales (Sydney)
Australian draft media merger guidelines: a review* Background The ACCC released its draft media merger guidelines in August 2016. Given the previous merger guidelines were released in 2006, these drafts outline the first proposed changes in over ten years. Critically these guidelines come in (...)

The Ukrainian Competition Authority adopts a merger regulation
Asters (Kiev)
On 19 August 2016 the new Merger Regulation became effective in Ukraine. It simplifies the merger review procedure in two ways. First, in most cases, the Antimonopoly Committee of Ukraine (AMC) reduces the amount of information required from the parties. Second, the AMC takes measures to (...)

The US DoJ files a complaint against an activist investor before the US District Court for the Northern District of California for violations of the Hart-Scott-Rodino Act (ValueAct)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) led
 a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the Hart-Scott-Rodino (HSR) Act’s notifcation provisions . The DOJ’s complaint alleged (...)

The EU Competition Commissioner Margrethe Vestager discusses the possible ways in which the EU merger control system could be refined
Van Bael & Bellis (Brussels)
In a speech delivered in Brussels on 10 March 2016, EU Competition Commissioner Margrethe Vestager discussed possible ways in which the EU merger control system could be refined. She addressed three main topics. First, Ms Vestager said it should be examined as to whether the EU notification (...)

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 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 Chinese Competition Authority approves acquisition of additional shares of a Chinese brewery by a competitor (Anheuser-Busch InBev’s / Zhujiang Brewery)
University of Melbourne
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China Competition Bulletin (Beijing)
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Hogan Lovells (Beijing)
On 20 August 2015, the MOFCOM approved Anheuser-Busch InBev’s acquisition of additional shares in Zhujiang Brewery. After the acquisition, Anheuser-Busch InBev’s interest in Zhujiang Brewery will be increased from 25.62% to 29.99%, but the composition of the board of directors and the supervisory (...)

The Indian Competition Authority directs a company to file a merger notification following several minority stakes acquisitions (Piramal)
Shardul Amarchand Mangaldas (Mumbai)
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Economic Laws Practice (Mumbai)
Introduction The Competition Commission of India (“CCI”) directed Piramal Enterprises Limited (“Piramal”) to file a notice pursuant to Section 20(1) of the Competition Act, 2002 (“Act”), read with Regulation 8 of the Competition Commission of India (Procedure in regard to transaction of business (...)

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

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