The EU Court of Justice provides guidance on the standstill obligation which prevents parties from implementing their transaction before the EU Commission issues a clearance decision (EY / KPMG)

For the first time since the EU Merger Regulation (EUMR) came into force the Court of Justice of the EU (CJEU) has provided guidance on the scope the standstill obligation (Article 7(1) EUMR) which prevents parties implementing their transaction before the EU Commission issues a clearance decision. According to the CJEU the key issue in determining whether conduct is in breach of this provision and constitutes gun-jumping is whether or not it contributes to a change of control over one of the undertakings concerned. Preparatory measures which are taken in connection with the concentration but are severable from those measures actually leading to the change in control should not fall within the scope of Article 7 EUMR. Whether or not such measures have an effect on the market is not