Calculating turnover under the EU Merger Regulation
Produced in partnership with Macfarlanes LLP
Calculating turnover under the EU Merger Regulation

The following Competition practice note Produced in partnership with Macfarlanes LLP provides comprehensive and up to date legal information covering:

  • Calculating turnover under the EU Merger Regulation
  • EU dimension
  • The Undertakings concerned
  • 'Undertakings concerned' and assessment of the 'group' of which they form part
  • Treatment of investment funds
  • Formation of joint ventures
  • State Owned Enterprises (SOEs)
  • Calculation of turnover
  • Geographical allocation of turnover
  • Conversion of turnover into Euros
  • More...

The first step of any EU merger control analysis is to assess whether or not a transaction falls within the jurisdiction of the EU Merger Regulation. The EU Merger Regulation only applies to concentrations with an 'EU dimension'. The term concentration covers most transactions where an element of control is acquired and is wider than classic merger transactions (in particular capturing many, often complex joint ventures) (see A 'concentration' with an EU dimension).

Whether a transaction has an ‘EU dimension' depends on whether it satisfies certain turnover thresholds. These thresholds are purely jurisdictional in nature. They are applied without regard to substantive competition issues, to the nationality of the parties, to the country where the transaction takes place or to the law applicable to the transaction. As a result, the EU Merger Regulation can apply to transactions with little or no EU connection.

EU dimension

The transaction must have an EU dimension.

A concentration has an EU dimension if the following thresholds, set out in the EU Merger Regulation are met:

  1. the combined aggregate world-wide turnover of the undertakings concerned exceeds €5bn

  2. the aggregate EU wide turnover of each of at least two of the undertakings concerned exceeds €250m

  3. each of the undertakings concerned does not achieve more than two-thirds of its EU wide turnover in the same Member State.

Alternatively, smaller transactions which do not satisfy the above

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