Merger (prohibition)

Institution Definition

According to Article 1 of Regulation No 139/2004 of 20 January 2004 on the control of concentrations between undertakings: "A concentration which would significantly impede effective competition, in the common market or in a substantial part of it, in particular as a result of the creation or strengthening of a dominant position, shall be declared incompatible with the common market." © Council of the European Union

On this topic see the e-Competitions special issue "Prohibited mergers: An overview of EU and national case law"

Articles

David M. Harrison, Sarah Wilks, Ruth Neligan UK : Trends in merger control post-Brexit : Fresh out of the oven

May 2023

In the two years since the United Kingdom left the European Union, the Competition and Markets Authority has established itself as a notable competition authority on the global stage, including in the digital sphere. This article summarises a number of trends in UK merger control post-Brexit (...)

James Mellsop, Robert Lauer, Philipp Heller Is lax enforcement of antitrust policy to blame for an increase in market power?

May 2023

Empirical findings of increased industrial concentration and corporate profit margins have led to some calls for stricter antitrust enforcement. In this paper, we examine the welfare implications of the alleged increase in market power. We find that trends in concentration and margins are mixed (...)

Wolfgang Kopf, Romina Polley Wolfgang Kopf (Deutsche Telekom): A new focus for regulation in Europe and the US

February 2023

Interview conducted by Romina Polley, Partner, Cleary Gottlieb Steen & Hamilton, Cologne ********** Wolfgang, you have spent your whole career in competition law and telecom regulation. What are, in your experience, the main differences between competition and regulatory proceedings and (...)

Jean-Pascal Chazal Competition law: Solving or dissolving the social question?

February 2023

The origins of competition law lie in the desire to resolve the social question, that is, the problem that arises in a democratic society when the majority of the people participate in the creation of wealth but are excluded, for the most part, from its distribution. We are at the end of the (...)

Christopher Kerse, John Cook EC Merger Control (ed.5)

May 2009

This section selects books on themes related to competition laws and economics. This compilation does not attempt to be exhaustive but rather a survey of themes important in the area. The survey usually covers publication over the last three months after publication of the latest issue of (...)

Armando Marsilia, Dimitris Liakopoulos The Regulation of Transnational Mergers in International and European Law

February 2010

Mika Oinonen Does EU Merger Control Discriminate Against Small Markets Companies? Diagnosing the Argument with Conclusions

December 2010

David Bosco Illumina-Grail, the threefold error of the EU General Court

November 2022

The new interpretation of Article 22 of the Merger Regulation initiated by the European Commission has been confirmed by the General Court in the Illumina Grail case. However, it is clear that it is contrary to the spirit of the regulation. An administrative constraint with uncertain outcomes (...)

Diane P. Wood A time for reckoning

September 2022

Competition law, both globally and in individual countries, has reached an inflection point. The days of a relatively broad consensus that this body of law is concerned primarily—or maybe even exclusively—with consumer welfare are over. Prompted by the gig economy giants and concerns over (...)

Mohd Aidil Tupari, Jessica Walch Barton Merger control in some ASEAN member states: Evolving from the aspirational inception phase towards implementation challenges?

February 2022

Competition law in ASEAN, has come a long way from its humble beginning and has swiftly grown over the past decade. When referring to competition legislations and policy, one will evidently include all three traditional pillars of enforcement – i.e., anticompetitive agreements, abuses of (...)

Andreas Mundt, Thomas Vinje Andreas Mundt : Giving back to digital consumers

February 2022

Interview conducted by Thomas Vinje, Partner, Co-Chair, Global Antitrust Group, Clifford Chance, Brussels. You have been president of the Bundeskartellamt since 2009 and worked in competition law for several years before that. In recent years, we have seen a few companies gain such (...)

American Bar Association The Merger Review Process: A Step-by-Step Guide to U.S. and Foreign Merger Review (ed.4), American Bar Association

May 2012

Eyad Maher Dabbah, Paul Lasok QC Merger Control Worldwide (ed.5), Maher M. DABBAH and Paul LASOK QC

September 2012

Richard Markovits Economics and the Interpretation and Application of U.S. and E.U. Antitrust Law: Vol. II - Economics-Based Legal Analyses of Mergers, Vertical Practices, and Joint Ventures, Richard S. MARKOVITS

September 2014

Caroline Cauffman, Hao Qian Procedural Rights in Competition Law in the EU and China, Caroline CAUFFMAN and Qian HAO

September 2016

Events

Frédéric Jenny, Carmelo Cennamo, David Teece, Tina Søreide, Stefan Hunt, Victor Oliveira Fernandes, Damien Gerard, Alessandro Massolo, Alexandre de Streel, Alessandra Tonazzi M&A and Digital: A More Dynamic Approach?

14 November 2022

The "M&A And Digital: A More Dynamic Approach?" Chatham House Rule style round-table, in partnership with Meta, featured key presentations by Carmelo Cennamo (Professor with special responsibilities of Strategy and Entrepreneurship, Copenhagen Business School (CBS)) and David Teece (Executive Chairman, Berkeley Research Group, San Francisco). The presentations, the debate and the Q&A were chaired by Frédéric Jenny (OECD - Competition Division).

Jacques Buhart, Louise Åberg, Daniele Calisti, Stéphane Dionnet, Grania Holzwarth, Andy Parkinson, Frédéric Pradelles Mergers: How to assess market future evolutions?

29 November 2022

The “Mergers: How to assess market future evolutions?” workshop organised by Concurrences in partnership with McDermott Will & Emery and Compass Lexecon took place in Brussels on November 29th, 2022.

Iskandar Ismail, Reiko Aoki, Philip Monaghan, Laura Liu, Krystal Uy Sia Merger control in Asia - Pacific- Hong Kong, Japan, Malaysia, Philippines, China… (Antitrust in Asia #2)

18 October 2022

2nd webinar of the "Antitrust in Asia: One Size Fits All?” Conference organised by Concurrences, in partnership with Baker McKenzie and O’Melveny. The second panel "Merger Control In Asia - Pacific: Hong Kong, Japan, Malaysia, Philippines, China…" with Reiko Aoki (Commissioner, Japan Fair Trade Commission), Iskandar Ismail (Chief Executive Officer, Malaysia Competition Commission),Laura Liu (Partner, Baker McKenzie), Philip Monaghan (Partner, O’Melveny Myers) and Krystal Uy Sia (Director for Mergers and Acquisitions Office, Philippine Competition Commission).

Raymond Keating, Daniel Sokol, Karen Kerrigan, Todd McCracken, Andrew Sherman, John Dearie, Jeff Farrah, Bettina Hein, Kellie Kemp, Maureen Ohlhausen, Nathan Lindfors M&A Regulatory Revamp: Is the Innovation Ecosystem at Risk?

28 June 2022

"M&A Regulatory Revamp: Is the Innovation Ecosystem at Risk?" Conference organized by Concurrences, in partnership with SBE Council, Seyfarth, and Small Business Roundtable.

Daniel Sokol, Renato Nazzini, Kayvan Hazemi Jebelli Venture Capital, Entrepreneurship and Merger Control: How to Foster the Innovation Ecosystem?

30 May 2022

Dinner organised by Concurrences in partnership with CCIA Europe, with Professor Daniel Sokol (USC Gould School of Law) and Professor Renato Nazzini (King’s College London)

Björn Vroomen, Sorcha O’Carroll, Andy Parkinson, David Reader, Caroline Hobson, Étienne Chantrel, Deni Mantzari, Marc Israel, Rameet Sangha, Marie-Claire Strawbridge, Ioannis Lianos, Colin Raftery, Timothy Lamb, Matthew Levitt, Joshua White, Ioannis Kokkoris, Antoine Chapsal, Catriona Hatton, James Webber, Nicholas Levy International Mergers Conference

19 May 2022

The “3rd International Mergers” organised by Concurrences at University College London, in partnership with Analysis Group, Baker Botts, Cleary Gottlieb, Cooley, Compass Lexecon, Meta, Morrison & Foerster, Shearman & Sterling and White & Case.

Paul Csiszar, Stacy Frazier, Kyriakos Fountoukakos, Robert Willig, Josh Kaul, Stephen Weissman Antitrust in Life Sciences #1 Life science mergers I: New US and EU rules & recent cases

22 June 2021

1st webinar of the 2nd « Antitrust in Life Sciences » Conference organised by Concurrences, in partnership with Gibson Dunn and Herbert Smith Freehills, with Paul Csiszar (Director - Basic Industries, Manufacturing and Agriculture, DG COMP), Kyriakos Fountoukakos (Managing Partner, Herbert Smith Freehills), Stacy E. Frazier (Executive Counsel - Competition Law and Policy, General Electric), Josh Kaul (Attorney General, Wisconsin Department of Justice), Stephen Weissman (Partner, Gibson Dunn) and Robert Willig (Professor, Princeton University).

Alexander Baker, Catriona Hatton, Joel Bamford, Rameet Sangha, Manish Das UK Mergers after Brexit: Disruption or continuation?

24 February 2021

Webinar of the "Law & Economics" Series organised by Concurrences, in partnership with Baker Botts and Compass Lexecon, with Joel Bamford (Senior Director of Mergers, UK Competition and Markets Authority), Manish Das (Head of Competition Law, Lloyds Banking Group), Alexander Baker (Managing Director, Fingleton), Rameet Sangha (Senior Vice President, Compass Lexecon) and Catriona Hatton (Partner, Baker Botts).

Viala Faustine, Étienne Chantrel, Gildas de Muizon, Simon Genevaz What changes in merger control?

11 December 2020

Webinar of the "Law & Economics" Series organised by Concurrences, in partnership with Deloitte and Willkie Farr & Gallagher, with Etienne Chantrel (Head of Mergers Unit, Autorité de la concurrence), Simon Genevaz (Deputy Head of Unit – Mergers, Markets and cases II: Information, Communication and Media, DG COMP), Gildas de Muizon (Partner, Head of the Economic Advisory practice, Deloitte) and Faustine Viala (Partner, Willkie Farr & Gallagher).

Isabelle De Silva, Gabriella Muscolo, Ian Forrester, Gabriel Lluch, Mélanie Thill-Tayara, Laurence Bary, David Foster, Laurent Flochel 8th Global Merger Control Conference #1 Joint interview with Isabelle de Silva & The ECJ Three/O2 ruling: Everything changed?

2 December 2020

1st Webinar of the « 8th Global Merger Control Conference » organised by Concurrences, in partnership with Dechert, CRA and Frontier Economics. Opening discussion with Isabelle de Silva (President, Autorité de la concurrence), Laurent Flochel (Vice President, CRA) and Mélanie Thill-Tayara (Partner, Dechert).
Panel with Laurence Bary (National Partner, Dechert), David Foster (Director, Frontier Economics), Ian Forrester (Former Judge, General Court of the EU), Gabriel Lluch (General Counsel - Competition, Orange) and Gabriella Muscolo (Commissioner, Italian Competition Authority – AGCM).

Tom Smith, Frederic Depoortere, Guillaume Loriot, Lorenzo Coppi, Giorgio Motta The future of EU and UK merger control enforcement

17 September 2020

Webinar of the "Law & Economics" Series organised by Concurrences, in partnership with Compass Lexecon and Skadden, with Guillaume Loriot (Director - Markets and cases II: Information, Communication and Media, DG COMP), Tom Smith (Legal Director, Competition and Markets Authority), Lorenzo Coppi (Executive Vice President, Compass Lexecon), Frederic Depoortere (Partner, Skadden), and Giorgio Motta (Partner, Skadden).

Mark D. Powell, Nicholas Forwood, Katarzyna Czapracka, Thilo Klein The General Court’s CK Telecoms ruling: Is Three the New Magic Number? Towards a re-assessment of unilateral effects in merger review

1 July 2020

Webinar of the "Law & Economics" Series organised by Concurrences, in partnership with White & Case and Compass Lexecon, with Sir Nicholas Forwood QC (Counsel, White & Case - Former Judge, Court of Justice of the European Union, General Court), Katarzyna Czapracka (Partner, White & Case), Thilo Klein (Executive Vice President, Compass Lexecon) and Mark Powell (Partner, White & Case).

Frédéric Jenny, Christine Wilson, Isabelle De Silva, Rod Sims, Toh Han Li Startups vs. Big Tech: Where is the innovation? Dinner with Christine Wilson (FTC) & Isabelle de Silva (ADLC)

12 September 2019

Annual Concurrences Dinner in New York City, organized with the support of Bates White, CRA, Gibson Dunn, Orrick, and White & Case.

Cecilio Madero Villarejo, Jacques Steenbergen, Andreas Mundt, Marc van der Woude, Cristina Caffarra, Frank Montag Concurrences 15-year Anniversary: Which competition policy for 2019-2024?

11 July 2019

Roundtable discussion and reception at the BELvue Museum at the occasion of Concurrences’ 15 year-anniversary, organised in partnership with Freshfields and CRA.

David Spector, Étienne Chantrel, Frédéric Jenny, Laurent Godfroid, Stéphane Hautbourg Failing firm and competition law

16 October 2018

Workshop organised by Concurrences Review with Etienne Chantrel (Autorité de la concurrence), in partnership with Gide Loyrette Nouel and MAPP.

Books

Paulo Burnier da Silveira, Pamela Sittenfeld Merger Control in Latin America

27 October 2020

Following significant reforms over the last 20 years, merger control regimes in Latin America now constitute around 20% of merger regimes worldwide. In regard to global transactions that may trigger the notification thresholds in many of these jurisdictions, it became necessary that an (...)

Chapters

Competition Law Treatment of Joint Ventures Japan

2 Nov 2022

JAPAN Harumichi Uchida, Koichiro Hanamoto and Yukio Kaiju TMI Associates Competition Law Treatment of Joint Ventures361 Part 1: Joint Ventures and Merger Control Legislation, Regulations and Guidelines Please identify the relevant merger control legislation in your jurisdiction and provide a (...)

Pamela Sittenfeld, Paulo Burnier da Silveira Merger Control in Latin America - A Jurisdictional Guide INTRODUCTION

27 Oct 2020

INTRODUCTION Pamela Sittenfeld * (Ministry of Trade of Costa Rica) Paulo Burnier da Silveira ** (OECD) * Pamela Sittenfeld is an attorney. She graduated from the Universidad de Costa Rica, and has an Msc in Regulation and Competition from the LSE in London. She is an adviser to the Ministry of (...)

Marcela Mattiuzzo, Vinicius Marques de Carvalho Merger Control in Latin America - A Jurisdictional Guide BRAZIL

27 Oct 2020

BRAZIL Vinicius Marques de Carvalho * Marcela Mattiuzzo ** Maria Eduarda Scott *** (Vinicius Marques de Carvalho Advogados) Abstract This paper intends to provide an overview of merger control proceedings in Brazil. In 2012, the Brazilian competition authorities went through significant shifts (...)

Taimoon Stewart Merger Control in Latin America - A Jurisdictional Guide CARIBBEAN COMMUNITY REGION

27 Oct 2020

CARIBBEAN COMMUNITY REGION Taimoon Stewart * (The University of the West Indies) Marc Jones * (CARICOM Competition Commission) Abstract The chapter offers an insight into the current status of competition regimes in the Caribbean Community (CARICOM). Only four of the 15 member states have (...)

Merger Control in Latin America - A Jurisdictional Guide BOLIVIA

27 Oct 2020

BOLIVIA Paula Bauer * Diego Rojas ** (C.R. & F. Rojas Abogados) Abstract The Bolivian Constitution dated 7 February 2009 provides the legal framework for competition, prohibition of monopolies and private oligopolies, and any kind of association or agreement between national or foreign (...)

Pablo Trevisán Merger Control in Latin America - A Jurisdictional Guide ARGENTINA

27 Oct 2020

ARGENTINA Pablo Trevisán * (IDC – Instituto de Derecho de la Competencia) Abstract Did everything change so nothing changes? Argentina's merger control system was substantially reformed in May 2018. Since then, that question resonates insistently: did everything change so that nothing changes? (...)

Merger Control in Latin America - A Jurisdictional Guide VENEZUELA

27 Oct 2020

VENEZUELA Alejandro Gallotti * (LE ĜA) Abstract Mergers and acquisitions in Venezuela are formally regulated by the typical parameters of “free competition” through the Antitrust Law. However, the Venezuelan economy does not operate in practice within these principles, as a series of law decrees (...)

Merger Control in Latin America - A Jurisdictional Guide URUGUAY

27 Oct 2020

URUGUAY Luciana Macedo * Natalia Jul ** (Uruguay Competition Commission) Abstract Uruguay's mergers control regime has recently been modified. The reform of Act No 18.159, by Act No 19.833 was approved on September 2019. The rules on the substantive analysis of mergers and acquisitions have (...)

Luis Diez Canseco Núñez Merger Control in Latin America - A Jurisdictional Guide PERU

27 Oct 2020

PERU Luis José Diez Canseco Núñez * Camila Chamorro Poma ** Dario Morales Herrera *** (DiezCanseco) Abstract Competition Law in Peru has been in place for almost 30 years. Merger control was first enacted in 1997 but was limited to the electricity sector. In November 2019, general merger control (...)

Merger Control in Latin America - A Jurisdictional Guide PARAGUAY

27 Oct 2020

PARAGUAY Cynthia Andino * (Independent consultant on competition and commerce) Abstract The National Constitution of Paraguay, in force since 1992, establishes competition as part of its legal framework. Later, the Competition Defence Act was enacted on 2013 (Law No 4956/2013) and its Rules on (...)

Merger Control in Latin America - A Jurisdictional Guide PANAMA

27 Oct 2020

PANAMA Jorge Molina Mendoza * (Fabrega Molino) Abstract Despite the fact that Panama enacted its first antitrust laws in 1966, the protection of commercial competition has been anticipated, constitutionally, since at least 1946. Since then, the power to determine the legality of restrictive (...)

Merger Control in Latin America - A Jurisdictional Guide NICARAGUA

27 Oct 2020

NICARAGUA Ernesto Rizo Pallais * Favio Batres P ** (BLP) Abstract Nicaragua has been developing a merger control system since 2006, when the Promotion of Competition Law was enacted (Law 601), establishing fundamental principles on the protection of competition, market access and consumer (...)

Carlos Mena Labarthe, Luis Gerardo Garcia Santos Coy Merger Control in Latin America - A Jurisdictional Guide MEXICO

27 Oct 2020

MEXICO Luis G García Santos Coy * Carlos Mena Labarthe ** Mauricio Serralde Rodríguez *** Virginia Campás Alcalde **** (Creel, García Cuéllar, Aiza y Enríquez) Abstract The aim of this chapter is to provide an overview of merger control practice and procedure in Mexico. In particular, the chapter (...)

Merger Control in Latin America - A Jurisdictional Guide HONDURAS

27 Oct 2020

HONDURAS Marvin Francisco Discua Singh * (Commission for the Defence and Promotion of Competition) Abstract In Honduras, the control of mergers began with the Competition Law. This has as its foundation the constitutional rule prohibiting monopolies and other anticompetitive conducts. The Law (...)

Merger Control in Latin America - A Jurisdictional Guide COLOMBIA

27 Oct 2020

COLOMBIA Pablo Márquez * (Márquez Barrera Castañeda Ramírez) Abstract This paper provides a general overview of Colombian law with respect to merger control and economic integrations, including its institutional set-up, applicable law and guidance, as well as the basic foundations used by the (...)

a b c d e f g h i j k l m n o p r s t u v w

a

Absolute territorial protection • Abuse of dominant position • Abuse of economic dependence • Access to essential facility • Access to information • Access to the file • Actual competitor • Administered prices • Advocacy • Agency agreement • Agent • Agreement (notion) • Amicus curiae • Ancillary restraints • Annulment • Anticompetitive object or effect • Anticompetitive practices • Antitrust • Applicable law • Arbitration • Article 11 letter • Automotive distribution

b

Barriers to entry • Bertrand (Nash) equilibrium • Bid rigging • Black cause • Block exemption (Regulation) • Boycott • Brand competition • Bundling • Burden of proof • Business secrets • Buyer power

c

Cartel • Clearance phase I (merger) • Clearance phase II (merger) • Collecting society • Collective dominance • Collective redress (class action) • Collusion • Comity • Commission Notice • Competence • Competition policy • Complaint • Compliance programme • Compulsory license • Concentration indexes • Concerted practices • Concession • Concurrent jurisdiction • Consortium • Consumers protection • Consumers’ associations • Control (change) • Control (notion) • Cooperation Agreement • Cooperation between competition authorities • Coordinated effects • Copyright • Corporate group • Corruption • Cost-based access • Cournot (Nash) equilibrium • Criminal sanctions • Cross subsidisation

d

Damages • Dawn raids • De minimis notice • Digital Markets Act • Direct effect • Discriminatory practices • Distribution agreement • Divestiture • Dominance (notion)

f

Failing firm defence • Fidelity rebates • Fine • Fine mitigating • Foreign direct investment (FDI) • Foreign Subsidies • Form CO • Franchising • FRAND • Free riding

g

GAFAM • Geographic market • Group purchasing organization • Guidelines • Gun jumping

h

Hard core restrictions • Hearing officer • Horizontal agreement • HSR Filing (US)

i

Imputability • Independence and impartiality • Individual exemption • Industrial policy • Intellectual property right • Inter-brand competition • Interim measures • International co-operation • International competition network (ICN) • Investigations / inquiries

j

Joint control • Joint venture • Judicial review

k

Know-how

l

Legal privilege • Leniency • Lerner index • Letter of formal notice • Letter of rejection of complaints • Licensing • Limitation period • Low prices

m

Mandatary (distribution) • Margin squeeze • Marginal costs • Market economy investor • Market of goods or services • Market power • Market share • Media pluralism • Merger (notion) • Merger (prohibition) • Merger (withdrawal) • Merger control procedure • Merger remedies • Minority shareholdings • Misinformation • Monopoly

n

Ne bis in idem • Network effect • Non-compete obligation • Notification • Nullity

o

Oligopoly

p

r

R&D agreement • Referral (merger) • Refusal to deal • Regulated prices • Regulation • Relevant market • Remedies (antitrust) • Request for information • Resale below cost • Resale price maintenance (RPM) • Restriction on exportation • Right against self-incrimination • Rights of defence • Rule of reason

t

Technology transfer • Test SIEC (merger) • Test SLC (merger) • Transfer pricing • Transparency • Trustee (mergers) • Turnover threshold (merger) • Two-sided market • Tying or tied selling

u

Undertaking (notion) • Unfair commercial practices • Unfair competition • Universal service • Upstream market

v

Variable costs • Vertical agreement • Vertical restraints (or restrictions)

w

White clause