The following Competition practice note provides comprehensive and up to date legal information covering:
Except in the very rare case of a true merger (fusion) of two or more enterprises, such as Kyowa/Saitama Banks, a concentration occurs under the EU Merger Regulation (EU Merger Regulation) when there is an acquisition of control.
Control arises where rights, contracts or other factors 'confer the possibility of exercising decisive influence on an undertaking'. In most cases it is the rights attaching to shares in a company and therefore the ownership of those rights that is the significant, and often determining factor in deciding whether one company has acquired control over another within the meaning of the EU Merger Regulation (see A 'concentration' with an EU dimension).
The notion of control under the EU Merger Regulation includes, however, not only positive rights to determine a company’s strategy but also negative control through veto rights over such key matters as the strategic plan or budget. Minority shareholdings often confer such rights.
Secondly, the EU Merger Regulation specifically recognises the concept of joint control, where two or more undertakings together hold rights or own assets which confer control over another undertaking. This means that it is necessary to examine not only whether a minority shareholder has control, through decisive influence of the enterprise in which its shares are held, but also whether, together with one or more other minority shareholders, control is shared, or held jointly, so
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
Statutory declaration of solvencyA company enters voluntary liquidation when the members of the company vote to do so by a special resolution. For more information, see Practice Note: What is a members' voluntary liquidation (MVL) and where/when is it typically used?Before the members can vote on a
ContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise may be:•joint•several, or•joint and severalWhether an undertaking is joint, several, or joint and several in contract is a question of construction
What is a third party debt order (TPDO)?Third party debt orders were previously known as 'garnishee' orders and operated under the regime provided for in CCR Ord 30 and RSC Ord 49 (now revoked). Although the rules in CPR 72 are new, many of the principles with which they are concerned are well
The Standard Conditions of Sale (SCS), currently in their 5th edition (2018 revision), are a set of standard conditions which are commonly incorporated into contracts for the sale of residential property. The Standard Commercial Property Conditions (Third Edition—2018 Revision) (SCPC) are used for
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.