Substantive assessment

If a transaction falls within the scope of the EU Merger Regulation (EUMR), it will need to be notified to the European Commission (the Commission) and be cleared before the transaction can be completed. The Commission will investigate the transaction–if it has competition concerns, it can prohibit the transaction or accept remedies from the parties to address any concerns.

When will a transaction fall within the EUMR

A transaction will fall within the EUMR and require notification to the Commission if:

•
it is a ‘concentration’
•
the transaction is permanent, and
•
it meets the financial thresholds set out in the EUMR.

The EUMR defines a ‘concentration’ as follows:

•
where two independent businesses merge—this includes arrangements where previously 'independent' companies set up a common management team, or a dual listing on a Stock Exchange
•
the acquisition of control by one (or more) business over another, either
1. ◦
  one business gaining 'sole control' over the target business (this could be through a majority shareholding or a minority shareholding if there are also veto rights over key commercial decisions)
2. ◦
  two or more businesses gaining 'joint

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Competition News

EU Competition law—daily round-up (04/07/2025)

A round-up of EU competition law developments, including (amongst other things) the Commission’s decision to fine Alchem for participating in pharmaceutical cartel.

UK Competition law—daily round-up (04/07/2025)

A round-up of UK competition law developments, including the latest UK merger control and private action developments.

UK Competition law—daily round-up (03/07/2025)

A round-up of UK competition law developments, including (amongst other things) the CMA consults on modified commitments from AJBA parties to strengthen competition on UK–US air routes.

EU Competition law—daily round-up (03/07/2025)

A round-up of EU competition law developments, including (amongst other things) (1) the Court of Justice’s judgment annulling the General Court’s order regarding French port tax aid complaint and refers the case back to the General Court, (2) the Court of Justice’s judgment concerning a national reference from Latvia on when State aid is deemed ‘granted’ in circumstances where aid is unlawfully refused, and (3) the Commission launches a consultation on the first review of the Digital Markets Act.