SynthèsePanel 1 : Global antitrust enforcement : hot issues for in-house counsel
The first panel looked at a range of antitrust hot topics for in-house counsel. It included Johannes Luebking (Head of the Merger Unit, DG COMP, Brussels), Sheldon Mills (Senior Director of Mergers, CMA, London), Frank Maier-Rigaud (Head of Competition Economics Europe, NERA, Berlin), Ben Graham (Group Competition & Compliance Manager, AB InBev, Leuven), Catriona Hatton (Partner, Baker Botts, Brussels) and Paul Cuomo (Partner, Baker Botts, Washington DC). The panel began with a discussion of the European Commission’s proposals on minority shareholdings.
The discussion started with an overview of the Commission’s legislative proposals on minority acquisitions, including the proposed new notification system for parties acquiring minority stakes. The panel examined the proposed “targeted transparency system” for the notification of minority stakes and considered an estimate from the Commission that the new system would result in around 20-30 minority acquisition cases being notified each year. Authorities in EU Member States where minority acquisitions are already subject to notification requirements have been working closely with the Commission as it considers its options, and the panel considered the role that the UK’s Competition & Markets Authority has had in advising the Commission of its experience with the voluntary notification of certain acquisitions of material influence under the UK rules. The notification of minority acquisitions is a familiar concept in the US and the panel examined the experience of the US with such notifications under the Hart-Scott-Rodino Act. During the panel discussion, the introduction of a system for minority acquisitions was described as “the missing link”, from an economic perspective. However, some members of the panel expressed concern that the burden on business may be disproportionate to the antitrust harm as the system is not truly voluntary.