EU merger rules—joint ventures
EU merger rules—joint ventures

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

  • EU merger rules—joint ventures
  • Full function joint ventures
  • Is there an EU dimension—the turnover thresholds
  • Risk of coordination
  • Non-compete clauses
  • Notifying joint ventures to the Commission
  • Joint notification
  • Availability of short filing and simplified procedure

Joint ventures will typically be the means by which companies enter into a new market and develop new products. Their treatment under EU competition law will differ depending on whether there’s a concentration and whether the EU merger control rules apply.

Under the EU merger rules, joint ventures will qualify as notifiable concentrations by virtue of the concept of joint control. Attention therefore needs to be given to how they are to be analysed and dealt with under the EU Merger Regulation.

It should be noted that joint ventures command more attention under EU merger control rules than under that of the UK. The EU regime requires compulsory notification of concentrations whereas the UK regime does not: therefore, since most joint ventures are benign, if not pro-competitive—since they typically involve the development of new products or entry into new markets—a voluntary regime, such as the UK, which permits self-assessment of the impact of a concentration will necessarily focus less on joint ventures.

The EU Merger Regulation defines a concentration as including a situation where one or more enterprises acquires control of another. Joint ventures, by definition, involve two or more parent companies together purchasing an existing company or combining their resources and expertise to establish a new company. Such events will either involve a deadlock (resulting in de facto joint control) or, much more

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