Competition law and joint ventures
Competition law and joint ventures

The following Competition practice note provides comprehensive and up to date legal information covering:

  • Competition law and joint ventures
  • Structural joint ventures and merger control
  • EU merger regime
  • UK merger regime
  • Arrangements 'ancillary' to a joint venture
  • 'Spill over' effects under the EUMR
  • Non-structural (cooperative) joint ventures
  • Self-assessment & consequences
  • Individual assessment—Article 101(1) TFEU
  • Exempting joint ventures—Article 101(3) TFEU
  • More...

Joint ventures will typically be the means by which companies enter into a new market and develop new products. The concept covers many different types of situations, ranging from:

  1. structural arrangements that create or change the economic control of a legal entity:

    1. joint venture companies

    2. partnerships

    3. changes to shareholder control, and

  2. non-structural joint ventures:

    1. contractual joint projects

    2. informal (undocumented) collaborations.

A key factor for many joint venture arrangements is the degree of 'control' held by the parties—though this is viewed differently in different contexts. One area in which this is an important consideration is EU competition law. To this end, a joint venture's treatment under EU competition law will differ depending on whether the arrangement is 'concentrative' (structural) or 'cooperative' (non-structural).

Structural joint ventures and merger control

When a joint venture produces a lasting structural change in the market (ie by creating a new market player and/or fusing specific activities of two pre-existing players) it may fall within the merger control rules of jurisdictions impacted by the joint venture. Indeed, a structural joint venture may even fall within the rules of certain jurisdictions where the joint venture's operation will have no actual or potential effect on market conditions in that jurisdiction—eg the EU.

Where merger control rules are triggered, it may be necessary (or advisable) to obtain clearance for (and suspend closing of) the contemplated transaction from

Popular documents