Paris

Merger control – the grey areas

Antitrust Workshop organized by Concurrences in partnership with Mayer Brown and AFJE.

SPECIAL FORMS OF ACQUISITIONS OF CONTROL IN EUROPE AND GLOBAL MERGERS

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Jean-Yves Trochon (Deputy General Counsel, Lafarge Group, Vice-President, French Association of Company Lawyers - AFJE)

The notion of controllable operation is similar in French and European law. It is assessed on the basis of legal or factual circumstances. The acquisition of control implies the modification of the structure of the markets, whatever the legal arrangements adopted. It also implies a loss of independence of the target, which excludes internal reorganisation operations. The target must have an active presence in a market in which it can be attributed a turnover. The criterion of control is the ability to exert a decisive influence on the strategic decisions of the company (and not just day-to-day management), which is assessed on the basis of legal and factual circumstances (right of veto, action in concert, voting agreement, long-term contractual relations, etc.). At least one participatory right is therefore required, a protective right alone is not sufficient (concepts borrowed from the rules of accounting consolidation).

Photos © Léo-Paul Ridet.

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Speakers