EU and Member State merger referrals
EU and Member State merger referrals

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

  • EU and Member State merger referrals
  • Pre-notification referral
  • Article 4(4) of the EU Merger Regulation
  • Article 4(5) of the EU Merger Regulation
  • Post-notification referral
  • Article 9 of the EU Merger Regulation
  • Article 22 of the EU Merger Regulation
  • National intervention on grounds of ‘legitimate interest’
  • Interaction between the EU Merger Regulation and national merger control

The EU merger control regime, set out in the EU Merger Regulation (Regulation 139/2004), is based on the ‘one-stop shop’ principle for the control of concentrations within the EEA. This confers on the European Commission exclusive jurisdiction to review transactions which constitute a concentration (within the meaning of Article 3 of the EU Merger Regulation and which meet the turnover thresholds set out in Article 1(2) or (3) of the EU Merger Regulation (and therefore have an EU dimension).

In consequence, Member States are precluded by virtue of Article 21(3) of the EU Merger Regulation from applying their national competition laws to such concentrations with an EU dimension.

The one-stop shop principle is subject to a number of important exceptions as described below. The relationship between the review of concentrations by the Commission and the Member States (and the referral of cases between those bodies) has come under scrutiny. In 2013 the Commission issued a consultation on measures to improve the effectiveness of the referral mechanisms.

The EU Merger Regulation aims to promote the efficient review of certain large scale transactions with a pan-European dimension within one reviewing authority (ie, the Commission), rather than subjecting such transactions to potentially duplicative reviews by multiple national competition authorities across the EU.

The EU Merger Regulation contains mechanisms for referral between the Commission and Member States to seek

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