Corporate group

Institution Definition

(...) distinction between company groups and economic groups by suggesting that company groups refer to a more formal (legal) set of relationships generally involving a holding or controlling company and its subsidiaries; whereas an economic group can involve firms that may be unrelated in purpose and may not be formally linked, but nevertheless are related through common control. (...) regulators has made clear that definitions and terms used for groups differ substantially across jurisdictions. International Financial Reporting Standards (IFRS) manage to avoid this definitional problem by applying its requirements for the filing of consolidated accounts to a group of firms controlled by another entity or individuals related to each other. In this context, “control is presumed when the parent acquires more than half of the voting rights of the entity. Even when more than one half of the voting rights is not acquired, control may be evidenced by power: over more than one half of the voting rights by virtue of an agreement with other investors; or to govern the financial and operating policies of the entity under a statute or an agreement; or to appoint or remove the majority of the members of the board of directors; or to cast the majority of votes at a meeting of the board of directors.” © OECD

Case Comments

General Court of the European Union The EU General Court rules that the tax exemptions granted by Belgium to companies forming part of multinational groups constitute an unlawful aid scheme (Magnetrol International)

Tax rulings: the tax exemptions granted by Belgium to companies forming part of multinational groups constitute an unlawful aid scheme* The General Court thus confirms the decision of the European Commission which found, in 2016, that that tax scheme infringed the EU rules on State aid (...)

US Department of Justice Antitrust Division The US DoJ continues enforcement action to address interlocking directorates across 10 different companies (Qualys / SumoLogic / F5 / N-able / Dynatrace / SolarWinds...)

Justice Department’s Ongoing Section 8 Enforcement Prevents More Potentially Illegal Interlocking Directorates* Antitrust Division Continues to Focus on Competitors Sharing Company Directors in Violation of Section 8 of the Clayton Act The Justice Department announced today that five more (...)

Rebecca Farrington (Hilberman), Heather Greenfield, Anna Kertesz, Mark J. Gidley, Gabriela Baca, Ashley Stoner, Allain Andry, Maia Gez, Michelle Rutta, Melinda Anderson The US DoJ continues its aggressive crackdown on illegal interlocking directorates thereby increasing the spotlight on private equity and technology firms and leading to the resignation of five more US company board directors

The Antitrust Division of the US Department of Justice ("DOJ") continues to aggressively pursue alleged illegal interlocking directorates that violate Section 8 of the Clayton Act, and in particular, interlocks involving private equity ("PE") firms and technology companies. On March 9, 2023, (...)

Bulgarian Competition Authority The Bulgarian Competition Authority issues a Statement of Objections over abuse of dominance by undertakings of the same corporate group in the freight rail transport industry (DP NKZI / BDZ TP)

The CPC addressed a statement of objections to DP NKZI alleging the company has abused its dominant position, which can prevent, restrict or distort competition in the market for freight rail transport in the country and affect consumers’ interests* With Ruling № 67/19.01.2023 on case № (...)

Alain Ronzano Fines: The General Court of the European Union rejects the appeal against a decision readopted by the European Commission in one of the parts of the heat stabiliser cartel case by recalling that joint and several liability for the payment of a fine is only one manifestation of the concept of an undertaking (GEA)

On January 25, 2023, the General Court of the Union issued a judgment in case T-640/16 RENV (GEA Group AG v. European Commission). It will be recalled that in 2009, the Commission imposed fines of €173 million on ten producers of heat stabilizers for fixing prices, sharing customers, (...)

Etienne Bodéré Sanction: The General Court of the European Union dismisses the appeal of a company against a decision modifying the relationship of solidarity between it and two other co-debtors of a fine to its disadvantage and refuses to amend the amount of the fine imposed on it (GEA)

Heat stabilizers had not inspired the Commission to take precisely lukewarm decisions; the European Union General Court takes the matter further with January 25, 2023(T-640/16 RENV, GEA Group). As a reminder, in a decision dated November 11, 2009 (case COMP/38589), the European Commission (...)

Alain Ronzano Principle of full competition: The Court of Justice of the European Union annuls the judgment of the General Court of the European Union and the decision of the European Commission insofar as they infringed the provisions governing the division of powers between the Union and its Member States in the absence of tax harmonisation (Fiat Chrysler Finance)

On November 8, 2022, the Court of Justice of the European Union issued its judgment in the joined cases C-885/19 (Fiat Chrysler Finance Europe v. European Commission) and C-898/19 (Ireland v. European Commission) both concerning the advance tax ruling granted by the Luxembourg authorities to (...)

David A. Higbee, Ben Gris, Jessica K. Delbaum, Ryan Shores, Djordje Petkoski, Jonathan Cheng, Noni Nelson The US DoJ carries out first large-scale crackdown on potentially unlawful interlocking directorates which leads to 7 board resignations across 5 tech companies

On Wednesday, October 19, 2022, the Department of Justice Antitrust Division (DOJ) announced that seven directors resigned from their board positions because of DOJ’s concerns that holding the positions violated the Clayton Act’s prohibition on interlocking directorates. Discussed more fully (...)

Alain Ronzano Double taxation: The Court of Justice of the European Union has ruled that a measure designed to avoid double taxation of the same income which is within the discretion of the Member States cannot be classified as prohibited State aid and that the national authorities responsible for the recovery of unlawful aid may implement it (Fossil Gibraltar)

On September 15, 2022, the Court of Justice of the Union delivered its judgment in case C-705/20 (Fossil (Gibraltar) Limited v Commissioner of Income Tax) which follows a reference for a preliminary ruling from the Gibraltar Income and Profits Tax Tribunal [United Kingdom]. The present case (...)

Raphaël Vuitton Double taxation: The Court of Justice of the European Union considers that the authorities of a Member State responsible for the recovery of aid may apply, for the purposes of determining the amount to be recovered, a national provision providing for a mechanism to prevent double taxation (Fossil)

Under a 2010 Income Tax Act [hereinafter "ITA 2010"], passive interest income and intellectual property royalties [hereinafter "relevant income"] were not considered taxable income in Gibraltar. The same Act also introduced a mechanism for the avoidance of double taxation in section 37. (...)

Alain Ronzano Incompatible aid: The General Court of the European Union considers that the exemptions granted to certain multinationals derogated from the UK rules applicable to controlled foreign companies because they introduced differential treatment with taxable companies in a comparable situation in the light of the objective of those rules (ITV)

On June 8, 2022, the General Court of the European Union issued a judgment in joined cases T-363/19 and T-456/19 (United Kingdom and ITV plc v. European Commission). In it, he dismissed in its entirety the action brought by the United Kingdom and by ITV plc against the Commission decision of (...)

Alain Ronzano Compatible aid: The General Court of the European Union dismisses the action brought by an Irish airline against the European Commission’s decision concluding that rescue aid to a German airline following the liquidation of its parent company was compatible and clarifies the application of Article 22 of the guidelines on rescue and restructuring of companies (Ryanair)

On May 18, 2022, the General Court of the European Union delivered its judgment in case T-577/20 (Ryanair v. European Commission) 380 million to the German airline Condor, which in 2019 experienced a severe liquidity shortage following the liquidation of its parent company, the Thomas Cook (...)

Articles

Pierre Kobel, Pranvera Këllezi, Bruce Kilpatrick Antitrust in the Groceries Sector & Liability Issues in Relation to Corporate Social Responsibility, Pierre KOBEL, Pranvera KËLLEZI and Bruce KILPATRICK

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 (...)

Thomas Thiede Austria/Germany: Recent developments in private enforcement

In the following select points from the Austrian and German legal systems will be presented with relevant case law. In particular, the report will identify and discuss a number of hotly debated topics and the most recent developments, including defendants’ “group liability,” collective (...)

Laurence Idot The concept of undertaking in competition law

This paper was presented at the University of Nice in the framework of a colloquium in the honor of Professor A. Pirovano. It studies the different uses of the concept of “undertaking” or “entrerpirse” in the different components of EU competition law with references to French law. 1. While (...)

Events

Dennis Davis, Maria Velentza, Graciela Miralles Murciego, Vivek Mani, Ademir Antonio Pereira Junior, Oliver Latham, Linda Cenedella, Jon R. Roellke Antitrust in the Financial Sector #2 Current International Issues in the Financial Sector

2nd webinar of the 5th « Antitrust in Financial Sector » Conference organised by Concurrences and Morgan Lewis in partnership with Advocacia José Del Chiaro, Charles River Associates and Cornerstone Research, with Linda Cenedella (Partner, Morgan Lewis), Dennis Davis (Former President, Competition Appeal Court Of South Africa), Maria Velentza (Director Financial Services, DG COMP), Graciela Miralles (Senior Economist, The World Bank), Oliver Latham (Vice President, CRA), Vivek Mani (Principal, Cornerstone Research), Ademir Antonio Pereira Junior (Partner, Advocacia José Del Chiaro), and Jon Roellke (Partner, Morgan Lewis).

Luis Cabral, Lawrence J. White, Noah Joshua Phillips, Roger Noll, Andrew Zimbalist, Brad Humphreys, Rodney Fort, Michael D. Hausfeld, James A. Keyte, Gail Levine, Timothy Brennan, Gregory Rosston, Dennis W. Carlton, John D. Harkrider, Cristina Caffarra, Katja Seim, Paul Csiszar, David Gilo, George A. Rozanski, Ingrid Vandenborre, Jack Pace, Robert Willig, Samantha Knox, Martin d’Halluin, David A. Higbee, Boris Bershteyn, Harry First, Hal Varian The Global Antitrust Economics Conference

Annual Concurrences conference at NYU Stern School of Business with the support of Axinn, Bates White, CRA, Hausfeld, Qualcomm, Shearman & Sterling, Skadden, White & Case (Panel Sponsors) and MLex (Media Sponsor).

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