21. Mergers (2): EU law

This chapter examines EU merger control. The chapter is organized as follows. Section 2 provides an overview of EU merger control. Section 3 discusses the jurisdictional rules which determine whether a particular merger should be investigated by the European Commission in Brussels or by the national competition authorities (‘the NCAs’) of the Member States. Section 4 deals with the procedural considerations such as the mandatory pre-notification to the Commission of mergers that have a Union dimension and the timetable within which the Commission must operate. Section 5 discusses the substantive analysis of mergers under the EU Merger Regulation (EUMR), and section 6 explains the procedure whereby the Commission may authorise a merger on the basis of commitments, often referred to as remedies, offered by the parties to address its competition concerns. The subsequent sections describe the Commission’s powers of investigation and enforcement, judicial review of Commission decisions by the EU Courts and cooperation between the Commission and other competition authorities, both within and outside the EU. The chapter concludes with an examination of how the EUMR merger control provisions work in practice.

EU merger control: life without the UK – Brexit and beyond

Since 1 January 2021, the ‘one-stop shop’ principle under the EU Merger Regulation (EUMR) no longer applies to the UK, and UK turnover is no longer relevant for determining whether a merger satisfies the EUMR jurisdictional thresholds. Merger control analysis will now need to factor in possible interactions with both the European Commission (Commission) and the Competition and Markets Authority (CMA). The two regimes have different procedures, timelines and substantive tests, which will impact on deal planning and strategy. Dual reviews by both authorities will likely lead to an additional burden on merging parties as well as a risk of a deal being cleared by the Commission but blocked by the CMA, or vice-versa. This article assesses the procedural and practical implications of these changes and highlights some of the key risks businesses may face in merger control looking ahead.